Perella Weinberg Partners filed SEC Form 8-K: Unregistered Sales of Equity Securities
$PWP
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 6, 2024
Commission File Number: 001-39558
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Item 3.02 Unregistered Sales of Equity Securities
On September 6, 2024 , Perella Weinberg Partners (the “Company”) issued 2,121,609 shares of its Class A common stock in exchange for 2,119,490 Class A partnership units of PWP Holdings LP (“PWP OpCo”) and 2,119,490 shares of Class B common stock of the Company that were held by certain limited partners of PWP OpCo pursuant to the Amended and Restated Limited Partnership Agreement of PWP OpCo (The “PWP OpCo LPA”).
Pursuant to the terms of the PWP OpCo LPA, and subject to the exchange procedures and restrictions set forth therein and any other procedures or restrictions imposed by the Company, holders of Class A partnership units of PWP OpCo (other than the Company) may exchange these units for (i) shares of Class A common stock of the Company on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications), (ii) cash from an offering of shares of Class A common stock of the Company (based on the net proceeds received by the Company for such shares in such offering), or (iii) cash from any other source. Simultaneously with an exchange by a PWP OpCo unitholder who holds shares of Class B common stock of the Company, a number of shares of Class B common stock held by such unitholder equal to the number of Class A partnership units of PWP OpCo exchanged by such unitholder will be automatically converted into shares of Class A common stock or cash, which will be delivered to the exchanging holder at a conversion rate of 1:1000 (or 0.001). Whether the exchanging PWP OpCo unitholder receives cash or Class A common stock in exchange for their Class A partnership units and Class B common stock is at the Company’s option.
The shares of Class A common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERELLA WEINBERG PARTNERS | ||||||||
Date: September 9, 2024 | By: | /s/ Alexandra Gottschalk | ||||||
| Name: | Alexandra Gottschalk | |||||||
| Title: | Chief Financial Officer | |||||||