Member of 10% owner group Sherman Laura gifted 64,028 units of Class B Common Stock and received a gift of 6,072 units of Class B Common Stock (SEC Form 4)
$BWIN
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) 10/03/2024 | ||||||||||||||||||||||||||
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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 | 10/03/2024 | G | 3,036 | D | $0 | 57,956 | I | By Trust(1) | ||
| Class B Common Stock | 10/03/2024 | G | 3,036 | A | $0 | 3,036 | D | |||
| Class B Common Stock | 10/03/2024 | G | 57,956 | D | $0 | 0 | I | By Trust(1) | ||
| Class B Common Stock | 10/04/2024 | G | 3,036 | D | $0 | 0 | D | |||
| Class B Common Stock | 10/04/2024 | G | 3,036 | A | $0 | 2,236,218 | I | By Trust(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 | ||||||||
| LLC Units in The Baldwin Insurance Group Holdings, LLC | $0 | 10/03/2024 | G | 3,036 | (3) | (3) | Class A Common Stock | 3,036 | $0 | 57,956 | I | By Trust(1) | |||
| LLC Units in The Baldwin Insurance Group Holdings, LLC | $0 | 10/03/2024 | G | 3,036 | (3) | (3) | Class A Common Stock | 3,036 | $0 | 3,036 | D | ||||
| LLC Units in The Baldwin Insurance Group Holdings, LLC | $0 | 10/03/2024 | G | 57,956 | (3) | (3) | Class A Common Stock | 57,956 | $0 | 0 | I | By Trust(1) | |||
| LLC Units in The Baldwin Insurance Group Holdings, LLC | $0 | 10/04/2024 | G | 3,036 | (3) | (3) | Class A Common Stock | 3,036 | $0 | 0 | D | ||||
| LLC Units in The Baldwin Insurance Group Holdings, LLC | $0 | 10/04/2024 | G | 3,036 | (3) | (3) | Class A Common Stock | 3,036 | $0 | 2,236,218 | I | By Trust(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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| Explanation of Responses: |
| 1. These securities are directly held by the Laura R. Sherman Trust, GRAT 2019-2 Dated September 30, 2019, of which the reporting person serves as the sole trustee. |
| 2. These securities are directly held by the Laura R. Sherman Trust, dated April 15, 2019, of which the reporting person serves as the sole trustee and beneficiary. |
| 3. Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder for one share of Class A common stock at any time. The LLC Units do not expire. |
| Remarks: |
| /s/ Seth Cohen, as Attorney-in-Fact, for Laura Sherman | 10/07/2024 | |
| /s/ Seth Cohen, as Attorney-in-Fact, for Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 | 10/07/2024 | |
| ** 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. | ||