Chief Executive Officer Sacks Michael Jay converted options into 2,569,415 shares, disposed of 2,569,415 shares and disposed of 2,569,415 units of Class C Common Stock (SEC Form 4)
$GCMG
Investment Managers
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
GCM Grosvenor Inc. [ GCMG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2025 | ||||||||||||||||||||||||||
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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 A Common Stock | 05/12/2025 | C | 2,569,415 | A | (1) | 2,569,415 | I | See footnotes(2) | ||
| Class A Common Stock | 05/12/2025 | J(3)(4) | 2,569,415 | D | $0 | 0 | I | See footnotes(2) | ||
| Class C Common Stock | 05/12/2025 | J(5) | 2,569,415(5) | D | $0 | 141,665,831 | I | See footnotes(6) | ||
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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 | ||||||||
| Common Units | (1) | 05/12/2025 | C(4) | 2,569,415 | (1) | (1) | Class A Common Stock | 2,569,415 | $0 | 141,665,831 | I | See footnotes(7) | |||
| Management Award Interests (Obligation to transfer) | (3) | 05/12/2025 | C | 2,569,415 | (3) | (3) | Class A Common Stock | 2,569,415 | $0 | 4,400,000 | I | See footnotes(2) | |||
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. The Common Units of Grosvenor Capital Management Holdings, LLLP ("GCMH") may be redeemed by the Reporting Person at any time for shares of the Issuer's Class A Common Stock on a one-to-one basis or cash. The Common Units do not expire. |
| 2. Represents securities held directly by GCM Grosvenor Management, LLC ("GCM Grosvenor Management"). The Reporting Person is the ultimate managing member GCM Grosvenor Management. |
| 3. On May 1, 2025, the Management Award Interests originally granted by GCM Grosvenor Management on December 15, 2022 and March 19, 2025 vested in full, resulting in the obligation to transfer of shares of Class A Common Stock and Common Units to certain employees of the Issuer or its affiliates. |
| 4. Represents the transfer of shares of Class A Common Stock and Common Units owned by GCM Grosvenor Management in settlement of vested Management Award Interests to certain employees of the Issuer or its affiliates on May 12, 2025. |
| 5. The Issuer's Class C Common Stock is automatically cancelled for no consideration upon any sale or other transfer of a share of the Issuer's Class A Common Stock issued as a result of any redemption or direct exchange of the Common Units of GCMH. |
| 6. Represents securities held directly by GCM V, LLC ("GCM V"). The Reporting Person is the ultimate managing member of GCM V. |
| 7. Represents securities held directly by Grosvenor Holdings, L.L.C. ("Grosvenor Holdings"), Grosvenor Holdings II, L.L.C. ("Grosvenor Holdings II"), GCM Progress Subsidiary LLC ("GCM Progress") and GCM Grosvenor Management. The Reporting Person is the ultimate managing member of each of Grosvenor Holdings, Grosvenor Holdings II, GCM Progress and GCM Grosvenor Management. |
| Remarks: |
| /s/ Burke Montgomery, Attorney-in-Fact for Michael J. Sacks | 05/12/2025 | |
| /s/ Burke Montgomery, Attorney-in-Fact for Grosvenor Holdings, L.L.C. | 05/12/2025 | |
| /s/ Burke Montgomery, Attorney-in-Fact for GCM V, LLC | 05/12/2025 | |
| ** 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 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. | ||