New insider Silk James G. claimed ownership of 2,397 shares (SEC Form 3)
$BENF
Finance: Consumer Services
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/20/2025 |
3. Issuer Name and Ticker or Trading Symbol
Beneficient [ BENF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 2,397(1)(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| BCH A-0 Units Accounts | (3)(4) | (3)(4) | BCH Class S Ordinary Units(5)(6) | 1,362(7) | (5)(6) | D | |
| BCH A-1 Units Accounts | (8) | (8) | BCH Class S Ordinary Units(5)(6) | 5,449(9) | (8) | D | |
| Explanation of Responses: |
| 1. Includes 282 shares of Class A common stock issuable upon the settlement of an award of 225 restricted equity units ("REUs") granted to James G. Silk (the "Reporting Person") pursuant to the Beneficient Company Group, L.P. 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the Reporting Person vested 40% on June 8, 2023 and in 20% installments on each of April 1, 2024 and April 1, 2025. The remaining 20% shall vest on April 1, 2026. |
| 2. Includes 1,204 shares of Class A common stock issuable upon the settlement of an award of 1,204 restricted stock units ("RSUs") granted pursuant to Beneficient 2023 Equity Incentive Plan to the Reporting Person on July 15, 2023. Such award of RSUs to the Reporting Person vested in 20% installments on each of September 1, 2023 and September 1, 2024. The remaining 60% shall vest in three equal annual installments on September 1st of each subsequent calendar year. |
| 3. In accordance with the terms of the Beneficient Company Holdings, L.P., a Delaware limited partnership ("BCH"), Ninth Amended and Restated Limited Partnership Agreement (as amended, the "BCH Ninth A&R LPA") adopted on June 7, 2023, the capital account balance determined pursuant to Section 704 of the Internal Revenue Code (the "Capital Account Balance") of Preferred Series A Subclass 0 Unit Accounts of BCH ("BCH Preferred A-0 Unit Accounts") may be freely converted into the Class S Ordinary Units of BCH ("BCH Class S Ordinary Units"). |
| 4. (Continued from Footnote 3) Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the Capital Account Balance associated with the BCH Preferred A-0 Unit Accounts being converted divided by a price equal to, the average of (i) $840.00, and (ii) the volume-weighted average closing price of Class A Shares for the twenty (20) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $840.00 (as applicable, the "A-0 Conversion Price"). The BCH Preferred A-0 Unit Accounts are convertible as of June 7, 2023, and do not expire. |
| 5. In accordance with the BCH Ninth A&R LPA and an Exchange Agreement (the "Exchange Agreement"), dated June 7, 2023, by and among the Issuer, BCH, and Beneficient Company Group, L.L.C., a Delaware limited liability company ("Ben LLC"), the BCH Class S Ordinary Units may be exchanged, on a one-for-one basis, for Class A Shares upon the election of the holder of such BCH Class S Ordinary Units. |
| 6. (Continued from Footnote 5) The holder of such BCH Class S Ordinary Units must provide not less than sixty-one (61) days prior notice ("Notice") of the exchange to both the Issuer and Ben LLC, which shall occur on the latter of (A) the expiration of such sixty-one (61) day Notice period, unless waived; (B) the third business day after the date of the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided; or (C) the first day following the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided that directors and executive officers of the Issuer are permitted to trade under the applicable policies of Issuer relating to trading by directors and executive officers. The BCH Class S Ordinary Units are, subject to the restrictions in the BCH Ninth A&R LPA and the Exchange Agreement, convertible as of June 7, 2023, and do not expire. |
| 7. Represents BCH Class S Ordinary Units issuable upon the conversion of the Capital Account Balance of such BCH Preferred A-0 Unit Accounts, assuming an A-0 Conversion Price of $840.00 in Capital Account Balance of such BCH Preferred A-0 Unit Account per BCH Class S Ordinary Unit. |
| 8. In accordance with the BCH Ninth A&R LPA, at any time on or after January 1, 2025, the Capital Account Balance of Preferred Series A Subclass 1 Unit Accounts of BCH ("BCH Preferred A-1 Unit Accounts") may be freely converted into BCH Class S Ordinary Units, subject to a 20% annual conversion limit until December 31, 2029, unless the conversion price for the BCH Preferred A-1 Unit Accounts equals or exceeds $1,440.00 after January 1, 2025. Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the Capital Account Balance associated with the BCH Preferred A-1 Unit Accounts being converted divided by a price equal to the average closing price of Class A Shares for the thirty (30) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $840.00 (as applicable, the "A-1 Conversion Price"). The BCH Preferred A-1 Unit Accounts are convertible as of June 7, 2023, and do not expire. |
| 9. Represents BCH Class S Ordinary Units issuable upon the conversion of the Capital Account Balance of such BCH Preferred A-1 Unit Accounts, assuming an A-1 Conversion Price of $840.00 in Capital Account Balance such BCH Preferred A-1 Unit Account per BCH Class S Ordinary Unit. |
| /s/ David B. Rost ***Attorney-in-fact for James G. Silk | 07/24/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||