Amendment: New insider Wd Thunder Cv Ultimate Gp Llc claimed ownership of 4,383,063 shares (SEC Form 3)
$FLOC
Metal Fabrications
Industrials
| 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) 03/17/2025 |
3. Issuer Name and Ticker or Trading Symbol
Flowco Holdings Inc. [ FLOC ] |
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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) 01/15/2025 |
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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 | 92,644 | I | By WD Thunder CV IND LP(1)(6)(7)(11) |
| Class A Common Stock | 3,325,253 | I | By WD Thunder CV Parallel LP(2)(6)(8)(11) |
| Class A Common Stock | 965,166 | I | By WD Thunder CV LP(3)(6)(9)(11) |
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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 | ||||
| LLC Interests | (4)(5) | (4)(5) | Class A Common Stock | 10,100,525 | (4)(5) | I(6) | By WDE Flogistix Aggregate LLC(4)(5)(6)(10)(11) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the transactions described in footnotes (1) and (2) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WD Thunder CV IND LP ("CF IND") of 92,644 shares of Class A Common Stock ("Class A Common Stock") of Flowco Holdings Inc. (the "Issuer"). The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Class A Common Stock received by CF IND as a result of administrative error. |
| 2. Pursuant to the transactions described in footnotes (1) and (2) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WD Thunder CV Parallel LP ("CF Parallel") of 3,325,253 shares of Class A Common Stock. The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Class A Common Stock received by CF Parallel as a result of administrative error. |
| 3. Pursuant to the transactions described in footnotes (1) and (2) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WD Thunder CV LP ("CF Main") of 965,166 shares of Class A Common Stock. The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Class A Common Stock received by CF Main as a result of administrative error. |
| 4. Pursuant to the transactions described in footnotes (4) and (5) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WDE Flogistix Aggregate LLC ("WDE") of 10,100,525 Common Units of Flowco MergeCo LLC (the "Common Units"). The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Common Units received by WDE as a result of administrative error. Each Common Unit will be paired with one share of Class B common stock of the Issuer ("Class B Common Stock," and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo LLC (the "Restated LLC Agreement"), which was entered into pursuant to the Master Reorganization Agreement in connection with the closing of the IPO, |
| 5. (Continued from footnote 4) (i) all then-existing and outstanding limited liability company interests of Flowco MergeCo LLC were recapitalized into Common Units and (ii) each Paired Interest was exchangeable into one share of Class A Common Stock (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders generally will be cancelled. |
| 6. WD Thunder CV GP LP ("CV GP") is the general partner of each of CF IND, CF Parallel and CF Main (the "Blocker Shareholders") and the sole manager of WDE (WDE, together with the Blocker Shareholders, the "Direct Holders"). CV GP is controlled by WD Thunder CV Ultimate GP LLC ("WD GP"). WD GP is controlled by its board of managers which consists of four members. |
| 7. These securities are held directly by CF IND. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| 8. These securities are held directly by CF Parallel. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| 9. These securities are held directly by CF Main. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| 10. These securities are held directly by WDE. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| 11. This Form 3 is not reporting any additional securities owned by the Reporting Persons. The aggregate number of securities held by the Reporting Persons was correctly stated in the original Form 3 filed on January 15, 2025; however, the original Form 3 filing reflected an incorrect number of shares of Class A Common Stock held by CF IND, CF Parallel and CF Main, and the number of Common Units held by WDE as a result of administrative error. |
| Remarks: |
| In connection with the Master Reorganization Agreement (as defined in footnote (1) to the Reporting Person's original Form 3 filed on January 15, 2025), the Reporting Persons entered into a Stockholders Agreement with certain other stockholders of the Issuer, pursuant to which, among other matters, they agreed to vote in favor of each others' director nominees. As a result, certain Reporting Persons may be deemed to be members of a "group," as such term is defined in Section 13(d)(3) of the Act and Rule 13d-5 thereunder, with such other stockholders of the Issuer. Collectively, such "group" may be deemed to beneficially own in the aggregate more than 50% of the shares of the Issuer's Class A Common Stock outstanding after giving effect to the shares issued in the IPO (assuming the underwriters' option to purchase additional shares is not exercised). Accordingly, the Reporting Persons are filing this Form 3 in part by virtue of their deemed membership in such "group," and WD GP may be deemed to be a director by deputization by virtue of the right of it to designate a member of the Issuer's board of directors pursuant to the Stockholders Agreement. However, each of the Reporting Persons disclaim any pecuniary interest in the shares of Class A Common Stock owned directly by such other stockholders, and such shares are not reflected in the tables herein. |
| WD Thunder CV Ultimate GP LLC, By: /s/ Varun Babbili, Varun Babbili, Authorized Person | 03/17/2025 | |
| WD Thunder CV GP LP, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Authorized Person | 03/17/2025 | |
| WD Thunder CV IND LP, By: WD Thunder CV GP LP, its general partner, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Authorized Person | 03/17/2025 | |
| WD Thunder CV LP, By: WD Thunder CV GP LP, its general partner, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Authorized Person | 03/17/2025 | |
| WD Thunder CV Parallel LP, By: WD Thunder CV GP LP, its general partner, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Authorized Person | 03/17/2025 | |
| WDE Flogistix Aggregate LLC, By: WD Thunder CV GP LP, its manager, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Authorized Person | 03/17/2025 | |
| ** 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. | ||