New insider Burgess Trevor R claimed ownership of 43,435,000 shares (SEC Form 3)
$NP
Specialty Insurers
Finance
| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 09/30/2025 |
3. Issuer Name and Ticker or Trading Symbol
Neptune Insurance Holdings Inc. [ NP ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 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) |
| Common Stock(1) | 25,039,000 | I | Held by Burgess Family SLAT, u/a/d March 26, 2025(2) |
| Common Stock(1) | 17,885,000 | I | Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025(3) |
| Common Stock(1) | 511,000 | I | Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024(2) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 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 | ||||
| Stock Option (right to buy) | (4) | 11/09/2033 | Common Stock(1) | 5,880,000 | $5.495 | D | |
| Stock Option (right to buy) | (4) | 03/08/2035 | Common Stock(1) | 280,000 | $5.495 | D | |
| Explanation of Responses: |
| 1. Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Second Amended and Restated Certificate of Incorporation of the Issuer immediately prior to the closing of the Issuer's initial public offering ("IPO"). All such shares of Class A Common Stock beneficially held by the Reporting Person will then immediately be exchanged for an equivalent number of newly issued shares of the Issuer's Class B Common Stock. |
| 2. The Reporting Person is the trustee of the trust. |
| 3. Jonathan W. Meyer and David J. Rectenwald are Co-Trustees of the trust and may be replaced at the discretion of the Reporting Person. By virtue of his relationship with the trust, the Reporting Person is deemed to have an indirect beneficial interest in the shares held by the trust. The Reporting Person disclaims beneficial ownership of the shares held by the trust. |
| 4. The stock option will fully vest upon the closing of (and become exercisable in connection with) the IPO. The Reporting Person was previously granted certain additional stock options that will terminate upon the closing of (and not be exercisable in connection with) the IPO. The amount reported includes only stock options that will vest upon the closing of (and become exercisable in connection with) the IPO. |
| /s/ Trevor R. Burgess | 09/30/2025 | |
| ** 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. | ||