Robert K. Steel - May 16, 2024 Form 4 Insider Report for Perella Weinberg Partners (PWP)

Role
Director
Signature
/s/ Mark Polemeni, as Attorney-in-Fact
Stock symbol
PWP
Transactions as of
May 16, 2024
Transactions value $
-$11,969,488
Form type
4
Date filed
5/20/2024, 08:12 PM
Previous filing
Mar 7, 2024
Next filing
Sep 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PWP Class A Common Stock Options Exercise $0 +394K +573.28% $0.00 463K May 16, 2024 Direct F1
transaction PWP Class A Common Stock Options Exercise $0 +394 +0.09% $0.00 463K May 16, 2024 Direct F1
transaction PWP Class A Common Stock Disposed to Issuer -$5.98M -394K -85.07% $15.17 69.1K May 16, 2024 Direct F2
transaction PWP Class A Common Stock Disposed to Issuer -$5.98K -394 -0.57% $15.17 68.7K May 16, 2024 Direct F2

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 Options Exercise -$7.88K -394K -40.65% $0.02* 575K May 16, 2024 Class A Common Stock 394 PWP VoteCo Professionals LP F1, F3
transaction PWP PWP Holdings LP Common Units Options Exercise -$5.98M -394K -40.65% $15.17 575K May 16, 2024 Class A Common Stock 394K Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects an exchange of PWP OpCo Units (as defined below) for an equal number of Class A Shares (as defined below). In connection with the exchange, an equal number of Class B-1 Shares (as defined below) were surrendered to the Issuer and converted into Class A Shares at a conversion rate of 0.001 Class A Share for one Class B Share.
F2 Reflects the settlement of the exchange of PWP OpCo Units and Class B-1 Shares, as applicable, for cash.
F3 Concurrently with an exchange of PWP Holdings LP Common Units (which represent Class A partnership units of PWP Holdings LP) ("PWP OpCo Units") for shares of Class A common stock ("Class A Shares") or cash by a PWP Holdings LP unitholder ("Unitholder") who also holds shares of Class B-1 common stock ("Class B-1 Shares"), such Unitholder will be required to surrender to the Issuer a number of 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, for 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.
F4 Subject to certain lock-up periods, PWP OpCo Units, upon the surrender of an equal number of Class B-1 Shares, may be exchanged for Class A Shares on a one-for-one basis or, at the option of the Issuer, for an equivalent amount of cash. PWP OpCo Units do not expire.

Remarks:

The PWP OpCo Units and Class B Shares reported herein were previously held directly by PWP Professional Partners LP ("Professional Partners"). Professional Partners was an aggregator partnership through which certain partners held interests in PWP Holdings LP ("PWP OpCo"), the entity through which the Issuer holds its advisory business. On December 31, 2023, as part of an internal reorganization and in accordance with Section 17-220 of the Delaware Revised Uniform Limited Partnership Act (the "Act"), Professional Partners was divided into: (i) PWP VoteCo Professionals LP ("VoteCo Professionals"), (ii) PWP AdCo Professionals LP ("AdCo Professionals") and (iii) Professional Partners, which was the "surviving partnership" under the Act (the "Division"). Professional Partners changed its name to PWP AmCo Professionals LP in connection with the Division. In the Division, (i) Class B-1 Shares previously held by Professional Partners were allocated to VoteCo Professionals, and (ii) PWP OpCo Units previously held by Professional Partners were allocated to AdCo Professionals. On April 1, 2024, as part of this internal reorganization, AdCo Professionals merged with and into PWP OpCo (the "Merger"). This Division and Merger did not involve any purchase or sale of Issuer securities or change in pecuniary interest by the reporting person.