Baldwin Lowry converted options into 125,000 shares, sold $4,262,018 worth of shares (125,000 units at $34.10), disposed of 125,000 units of Class B Common Stock and acquired 125,000 units of Class B Common Stock (SEC Form 4)
$BRP
Specialty Insurers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Baldwin Insurance Group, Inc. [ BWIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/21/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Common Stock | 05/21/2024 | J(1) | V | 125,000 | D | $0(1) | 13,149,090(2) | I | By BIGH, LLC | |
| Class B Common Stock | 05/21/2024 | J(1) | V | 125,000 | A | $0(1) | 125,000 | I | By Trust(3) | |
| Class B Common Stock | 05/21/2024 | C | 125,000 | D | $0 | 0 | I | By Trust(3) | ||
| Class A Common Stock | 05/21/2024 | C | 125,000 | A | $0 | 125,000 | I | By Trust(3) | ||
| Class A Common Stock | 05/21/2024 | S | 32,110 | D | $33.68(4) | 92,890 | I | By Trust(3) | ||
| Class A Common Stock | 05/21/2024 | S | 92,890 | D | $34.24(5) | 0 | I | By Trust(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LLC Units in The Baldwin Insurance Group Holdings, LLC | $0 | 05/21/2024 | J(1) | V | 125,000 | (6) | (6) | Class A Common Stock | 125,000 | $0(1) | 13,149,090(2) | I | By BIGH, LLC | ||
| LLC Units in The Baldwin Insurance Group Holdings, LLC | $0 | 05/21/2024 | J(1) | V | 125,000 | (6) | (6) | Class A Common Stock | 125,000 | $0(1) | 125,000 | I | By Trust(3) | ||
| LLC Units in The Baldwin Insurance Group Holdings, LLC | $0 | 05/21/2024 | C | 125,000 | (6) | (6) | Class A Common Stock | 125,000 | $0 | 0 | I | By Trust(3) | |||
| Explanation of Responses: |
| 1. In a transaction exempt from Section 16 pursuant to Rule 16a-1, the reporting person (who is the sole manager of the managing member of BIGH, LLC ("BIGH") and who is deemed to have beneficial ownership of the securities held by BIGH to the extent of his pecuniary therein) caused BIGH to distribute securities that were held by BIGH to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of BIGH. |
| 2. The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. |
| 3. The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee. |
| 4. The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $33.04 to $34.01. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 5. The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $34.04 to $34.43. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 6. Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder into one share of Class A common stock at any time. The LLC Units do not expire. |
| Remarks: |
| Chairman and member of 10% owner group |
| /s/ Seth Cohen, as Attorney-in-Fact, for Lowry Baldwin | 05/23/2024 | |
| ** 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 4 (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. | ||