Director Fairbanks Jonathan B. was granted 15,625 shares and bought $48,000 worth of shares (2,000 units at $24.00) (SEC Form 4)
$FLOC
Metal Fabrications
Industrials
| 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
Flowco Holdings Inc. [ FLOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2025 | ||||||||||||||||||||||||||
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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 | 01/17/2025 | A | 15,625(1) | A | $0 | 15,625 | D | |||
| Class A Common Stock | 01/17/2025 | P | 500 | A | $24 | 500 | I | By Child | ||
| Class A Common Stock | 01/17/2025 | P | 500 | A | $24 | 500 | I | By Child | ||
| Class A Common Stock | 01/17/2025 | P | 500 | A | $24 | 500 | I | By Child | ||
| Class A Common Stock | 01/17/2025 | P | 500 | A | $24 | 500 | I | By Child | ||
| Class A Common Stock | 460,797 | I | By GEC Partners III GI LP(2) | |||||||
| Class A Common Stock | 407,760 | I | By GEC Partners III-B GI LP(2) | |||||||
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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 | ||||||||
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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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. Represents restricted stock units ("RSUs") that vest in substantially equal quarterly installments over the following 3 years. Each RSU represents a contingent right to receive one share of Class A Common Stock. |
| 2. GEC Capital Group III LP is the general partner of each of GEC Partners III LP and GEC Partners III-GI LP, and GEC Group Ltd. is the general partner of GEC Capital Group III LP. GEC Capital Group III-B LP is the managing member or general partner of each of GEC Estis Co-Invest II LLC and GEC Partners III-B LP, and GEC Group B Ltd. is the general partner of GEC Capital Group III-B LP. Mr. Fairbanks is the manager and controlling member of GEC, GEC Group Ltd. and GEC Group B. Ltd, as well as GEC Advisors LLC, a registered investment advisor to the funds that beneficially own such shares, with discretionary authority over each such fund's accounts. Each of Mr. Fairbanks, GEC Advisors, GEC Capital Group III LP, GEC Group B Ltd., disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| Remarks: |
| In connection with the Master Reorganization Agreement, 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 4 in part by virtue of their deemed membership in such "group." Each of GEC Advisors, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., GEC Capital Group III LP, GEC Partners III-B LP , GEC Partners III LP and GEC Estis Co-Invest II LLC may be deemed to be a director by deputization by virtue of the right of the GEC parties to the Stockholders Agreement and their affiliates to designate two members of the Issuer's board of directors pursuant to the Stockholders Agreement. However, each of the Reporting Persons disclaims 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. |
| /s/ Jonathan B. Fairbanks | 01/22/2025 | |
| GEC Advisors LLC By: /s/ Jonathan B. Fairbanks, Manager | 01/22/2025 | |
| GEC Group B Ltd. By: /s/ Jonathan B. Fairbanks, Manager | 01/22/2025 | |
| GEC Capital Group III-B LP. By: /s/ Jonathan B. Fairbanks, Manager | 01/22/2025 | |
| GEC Estis Co-Invest II LLC. By: /s/ Jonathan B. Fairbanks | 01/22/2025 | |
| GEC Group Ltd. By: /s/ Jonathan B. Fairbanks, Manager | 01/22/2025 | |
| GEC Capital Group III LP. By: /s/ Jonathan B. Fairbanks, Manager | 01/22/2025 | |
| GEC Partners III LP. By: /s/ Jonathan B. Fairbanks, Manager | 01/22/2025 | |
| GEC Partners III-B LP. By: /s/ Jonathan B. Fairbanks, Manager | 01/22/2025 | |
| ** 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. | ||