| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
AlTi Global, Inc. [ ALTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 19,318,580.96 | I | By Allianz Strategic Investments S.a.r.l.(1) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Series A Preferred Stock | $8.7 | 05/13/2025 | P | 18,471 | (2)(3) | (2)(3) | Class A Common Stock | (4) | $1,000 | 158,471(5) | I | By Allianz Strategic Investments S.a.r.l.(5) | |||
| Warrant to Purchase Class A Common Stock | $7.4 | (6) | 07/31/2029 | Class A Common Stock | 5,000,000 | 1(6) | I | By Allianz Strategic Investments S.a.r.l.(7) | |||||||
| Explanation of Responses: |
| 1. The shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of AlTi Global, Inc., a Delaware corporation (the "Issuer") were acquired in a private placement on July 31, 2024 and are held directly by Allianz Strategic Investments S.a.r.l. ("ASI"). ASI is wholly owned by Allianz Finance II Luxembourg S.a.r.l., which in turn is wholly owned by the reporting person. The reporting person is the ultimate parent company of ASI and has sole voting and dispositive power with respect to the shares held by ASI. |
| 2. The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") of the Issuer are convertible into shares of Class A Common Stock (i) by the reporting person at any time after July 31, 2026 and (ii) by the Issuer at any time after July 31, 2027, subject to certain conditions; provided, that the Series A Preferred Stock is subject to a beneficial ownership cap that prohibits the conversion of the Series A Preferred Stock into shares of Class A Common Stock to the extent such conversion would cause ASI's beneficial ownership, together with its affiliates, to exceed 24.9% (the "Ownership Cap"); provided, further, that in the event such a conversion would cause ASI's beneficial ownership, together with its affiliates, to exceed the Ownership Cap, the Issuer shall issue to ASI shares of the Issuer's Class C Non-Voting Common Stock, in lieu of shares of Class A Common Stock. |
| 3. (Continued from footnote 2) The Series A Preferred Stock has no stated maturity and therefore has no expiration date. |
| 4. The Series A Preferred Stock has a stated value of $1,000 per share and is convertible into shares of Class A Common Stock at a conversion price of $8.70, subject to customary adjustments. |
| 5. The shares of Series A Preferred Stock were acquired in private placements on July 31, 2024 and May 13, 2024 and are held directly by ASI. |
| 6. Subject to the Ownership Cap, the Warrant to purchase Class A Common Stock (the "Warrant") is immediately exercisable for up to 5,000,000 shares of Class A Common Stock at a conversion price of $7.40, subject to customary adjustments. |
| 7. The Warrant was acquired in a private placement on July 31, 2024 and is held directly by ASI. |
| /s/ Michael Sieburg, Authorized Signatory | 05/14/2025 | |
| /s/ Petra Maerkl, Authorized Signatory | 05/14/2025 | |
| ** 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. | ||