Michael Doak - 17 Jul 2024 Form 4 Insider Report for TWFG, Inc. (TWFG)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
19 Jul 2024, 21:03:34 UTC
Prior SEC filing
01 Sep 2023
Next SEC filing
02 Apr 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Julie E. Benes, as Attorney-in-Fact for Michael Doak

Key filing fact

Michael Doak filed Form 4 for TWFG, Inc. (TWFG) on 19 Jul 2024.

Key facts

  • This page summarizes Michael Doak's Form 4 filing for TWFG, Inc. (TWFG).
  • 5 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 19 Jul 2024, 21:03.

Change

  • Previous filing in this sequence was filed on 01 Sep 2023.
  • Current net transaction value: +$9,999,995.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TWFG transaction

Class A Common Stock

Award

Transaction value
$0
Shares
+3,529
Change %
Price
$0.000000
Shares after
3,529
Date
17 Jul 2024
Ownership
Direct
TWFG transaction

Class A Common Stock

Purchase

Transaction value
$9,999,995
Shares
+588,235
Change %
+16669%
Price
$17.00
Shares after
591,764
Date
19 Jul 2024
Ownership
By LLC
Footnotes
F1, F2
TWFG transaction

Class B Common Stock

Other

Transaction value
Shares
+1,820,234
Change %
Price
Shares after
1,820,234
Date
19 Jul 2024
Ownership
By LLC
Footnotes
F2, F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TWFG transaction Derivative

Class B LLC Units in TWFG Holding Company, LLC

Other

Transaction value
Shares
-1,820,234
Change %
-100%
Price
Shares after
0
Date
19 Jul 2024
Ownership
By LLC
Underlying class
Class A Common Stock
Underlying amount
1,820,234
Exercise price
Footnotes
F2, F3, F4
TWFG transaction Derivative

Class B LLC Units in TWFG Holding Company, LLC

Other

Transaction value
Shares
+1,820,234
Change %
Price
Shares after
1,820,234
Date
19 Jul 2024
Ownership
By LLC
Underlying class
Class A Common Stock
Underlying amount
1,820,234
Exercise price
Footnotes
F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Represents shares purchased from the underwriters in the Issuer's initial public offering by Griffin Highline Capital, LLC.

Footnote F2

Griffin Highline Capital, LLC is the managing member of GHC Woodlands Holdings, Inc. ("GHC"). Mr. Michael Doak is the Chief Executive Officer, Co-Chairman and Manager of Griffin Highline Capital, LLC and has sole voting and dispositive power over the shares held by GHC and Griffin Highline Capital, LLC. Mr. Doak disclaims beneficial ownership of any units or shares owned by GHC or Griffin Highline Capital, LLC, except to the extent of his pecuniary interest therein.

Footnote F3

( 1/2) Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439) (the "Form S-1")) as part of the Issuer's initial public offering ("IPO"), and immediately prior to the closing of the IPO, (i) the Class B LLC Units of TWFG Holding Company LLC ("TWFG Holding") held by GHC were reclassified as LLC Units of TWFG Holding, and (ii) GHC now holds 1,820,234 LLC Units of TWFG Holdings and a corresponding number of non-economic voting shares of Class B Common Stock of the Issuer. As further described in the Form S-1, from and after the closing of the IPO, GHC will have the right, subject to the terms of the LLC Agreement of TWFG Holding, to require TWFG Holding to redeem all or a portion of its LLC Units for, at the Issuer's election, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the VWAP of one share of Class A Common Stock for each LLC Unit redeemed and, upon

Footnote F4

(2/2) such exchange, an equivalent number of shares of Class B Common Stock of the Issuer held by GHC will be canceled.

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