Masters Blythe Form 4 GCM Grosvenor / BLYTHE MASTERS ownership change

SEC Form 4

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^*

MASTERS BLYTHE

(Last) (First) (Middle)

C/O GCM GROSVENOR INC.

900 NORTH MICHIGAN AVENUE, SUITE 1100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GCM Grosvenor Inc. [ GCMG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/30/2023		M(1)		7,922	A	(2)	40,862	D

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
Restricted Stock Units	(2)	09/29/2023		A		9,182		(3)	(3)	Class A Common Stock	9,182	$7.76	53,890(3)	D
Restricted Stock Units	(2)	09/30/2023		M(1)			7,922	(1)	(1)	Class A Common Stock	7,922	$0	45,968(3)	D

Explanation of Responses:

1. This award of Restricted Stock Units ("RSUs") was granted on September 30, 2022 pursuant to the Issuer's 2020 Incentive Award Plan, in lieu of quarterly cash compensation at the election of the Reporting Person, and was fully vested as of the date of grant. 7,922 shares of Class A Common Stock of the Issuer were delivered to the Reporting Person in settlement of this award on September 30, 2023.

2. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer.

3. An award of 9,182 RSUs was granted on September 29, 2023 pursuant to the Issuer's Amended and Restated 2020 Incentive Award Plan, in lieu of quarterly cash compensation at the election of the Reporting Person, and is fully vested as of the date of grant. For 9,182 RSUs granted on September 29, 2023, 9,450 RSUs granted on June 30, 2023, 9,123 RSUs granted on March 31, 2023 and 8,213 RSUs granted on December 30, 2022, shares of Class A Common Stock in settlement of vested RSUs will be delivered upon the earliest to occur of the anniversary of the grant, the Reporting Person's "separation from service" from the Issuer, a "change in control event" of the Issuer or the Reporting Person's death or disability. Shares of Class A Common Stock in settlement of 10,000 vested RSUs will be delivered upon the earliest to occur of the Reporting Person's "separation from service" from the Issuer, a "change in control event" of the Issuer or the Reporting Person's death or disability.

Remarks:

	/s/ Burke Montgomery, Attorney-in-Fact	10/03/2023
	** 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).
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