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.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Award
Purchase
Other
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Other
Other
Additional SEC filing notes
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.