Kathleen Patricia Sullivan Form 4 GCM Grosvenor / KATHLEEN PATRICIA SULLIVAN 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^*

SULLIVAN KATHLEEN PATRICIA

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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	03/01/2024		M		2,500	A	(1)	39,198	D
Class A Common Stock	03/01/2024		M		22,581	A	(1)	61,779	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	(1)	03/01/2024		M			2,500	(2)	(2)	Class A Common Stock	2,500	$0	0	D
Restricted Stock Units	(1)	03/01/2024		M			22,581	(3)	(3)	Class A Common Stock	22,581	$0	0	D
Restricted Stock Units	(1)	03/01/2024		A		36,364		(4)	(4)	Class A Common Stock	36,364	$0	36,364	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of Class A Common Stock of the Issuer.

2. Represents a grant of RSUs under the Issuer's 2020 Incentive Award Plan that was made on March 1, 2022. 2,500 RSUs vested on each of March 1, 2022, March 1, 2023 and March 1, 2024. Delivery of shares of Class A Common Stock in settlement of vested RSUs for this grant generally occurs in August of the year in which the RSUs vest.

3. Represents a grant of RSUs under the Issuer's Amended and Restated 2020 Incentive Award Plan that was made on October 2, 2023. The RSUs vested in full on March 1, 2024, and delivery of Class A Common Stock in settlement of vested RSUs will occur on the delivery date set forth in the applicable award agreement unless the Issuer elects to settle the RSUs in cash, or a combination of Class A Common Stock and cash, in the Issuer's sole discretion.

4. Represents a grant of RSUs under the Issuer's Amended and Restated 2020 Incentive Award Plan on March 1, 2024. The RSUs will vest in three equal installments on May 31, 2025, May 31, 2026 and May 31, 2027, subject to the Reporting Person's continued service through the applicable vesting date. Delivery of Class A Common Stock in settlement of vested RSUs will occur on the delivery date set forth in the applicable award agreement.

Remarks:

	/s/ Burke Montgomery, Attorney-in-Fact	03/05/2024
	** 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.
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