| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Perella Weinberg Partners [ PWP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/24/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Class B-1 Common Stock | (1) | 06/24/2021 | A | 3,392,947 | (1) | (1) | Class A Common Stock | 3,392.947 | $0.00 | 3,392,947 | I | PWP Professional Partners LP(2) | |||
| Class B-2 Common Stock | (1) | 06/24/2021 | A | 841,780 | (1) | (1) | Class A Common Stock | 841.78 | $0.00 | 841,780 | I | Red Hook Capital LLC(3) | |||
| PWP Holdings LP Common Units | (4) | 06/24/2021 | A | 3,392,947 | (4) | (4) | Class A Common Stock | 3,392,947 | $0.00 | 3,392,947 | I | PWP Professional Partners LP(2) | |||
| PWP Holdings LP Common Units | (4) | 06/24/2021 | A | 841,780 | (4) | (4) | Class A Common Stock | 841,780 | $0.00 | 841,780 | I | Red Hook Capital LLC(3) | |||
| Explanation of Responses: |
| 1. Concurrently with an exchange of PWP Holdings LP Common Units (which represent Class A partnership units of PWP Holdings LP) ("PWP OpCo Units") for shares of Class A common stock ("Class A Shares") or cash by a PWP Holdings LP unitholder ("Unitholder") who also holds shares of Class B-1 common stock ("Class B-1 Shares") or Class B-2 common stock ("Class B-2 Shares" and, together with Class B-1 Shares, "Class B Shares"), such Unitholder will be required to surrender to the Issuer a number of Class B Shares equal to the number of PWP OpCo Units exchanged, and such Class B Shares will be converted into Class A Shares or, at the option of the Issuer, for an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B Share. |
| 2. The Reporting Person disclaims beneficial ownership of the securities held by PWP Professional Partners LP, except to the extent of his pecuniary interest therein. |
| 3. The Reporting Person has shared voting and dispositive power over Red Hook Capital LLC ("Red Hook") through his shared control of Rosedale Partners LLC, the sole member of Red Hook. Each of the Reporting Person and Rosedale Partners LLC disclaims beneficial ownership of the securities held by Red Hook Capital LLC, except to the extent of their respective pecuniary interest therein. |
| 4. Subject to certain lock-up periods, PWP OpCo Units, upon the surrender of an equal number of Class B Shares, may be exchanged for Class A Shares on a one-for-one basis or, at the option of the Issuer, for an equivalent amount of cash. PWP OpCo Units do not expire. |
| Remarks: |
| Chairman and Chief Executive Officer |
| /s/ Mark Polemeni, as Attorney-in-Fact | 06/28/2021 | |
| ** 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. | ||
