PWP VoteCo Professionals LP - Mar 1, 2024 Form 4 Insider Report for Perella Weinberg Partners (PWP)

Role
Director
Signature
/s/ Mark Polemeni, as Authorized Person
Stock symbol
PWP
Transactions as of
Mar 1, 2024
Transactions value $
$0
Form type
4
Date filed
3/1/2024, 04:48 PM
Previous filing
Jan 9, 2024
Next filing
May 8, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PWP Class B-1 Common Stock Other $0 -793K -1.96% $0.00 39.7M Mar 1, 2024 Class A Common Stock 793 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 PWP Holdings LP ("PWP OpCo") Common Units (which represent Class A partnership units of PWP OpCo) ("PWP OpCo Units") held by PWP AdCo Professionals LP and partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP OpCo unitholder ("Unitholder"), such Unitholder will be required to surrender to the Issuer a number of Issuer Class B-1 common stock ("Class B-1 Shares") equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share. The Reporting Person will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange.
F2 Reflects a distribution of Class B-1 Shares by the Reporting Person to one or more of its limited partners.

Remarks:

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed a director by deputization with respect to the Issuer by virtue of the Reporting Person's right to designate a majority of the Issuer's board of directors, subject to certain conditions, pursuant to the Stockholder's Agreement, dated June 24, 2021, by and between the Issuer and the Reporting Person.