Perella Weinberg Partners (PWP) Form 4 Perella Weinberg Partners / Peter A Weinberg 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^*

Weinberg Peter A

(Last) (First) (Middle)

767 FIFTH AVENUE

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Perella Weinberg Partners [ PWP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2023

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	12/01/2023		M(1)		841.78	A	$0	841.78	I	Red Hook Capital LLC(2)
Class A Common Stock	12/01/2023		M(1)		841,780	A	$0	842,621.78	I	Red Hook Capital LLC(2)
Class A Common Stock								2,058,926	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
Class B-2 Common Stock	(3)	12/01/2023		M(1)			841,780	(3)	(3)	Class A Common Stock	841.78	$0	0	I	Red Hook Capital LLC(2)
PWP Holdings LP Common Units	(4)	12/01/2023		M(1)			841,780	(4)	(4)	Class A Common Stock	841,780	$0	0	I	Red Hook Capital LLC(2)
PWP Holdings LP Common Units	(4)							(4)	(4)	Class A Common Stock	3,445,788		3,445,788	I	PWP Professional Partners LP(5)

Explanation of Responses:

1. Reflects an exchange of PWP OpCo Units (as defined below) for an equal number of Class A Shares (as defined below). In connection with the exchange, an equal number of Class B-2 Shares (as defined below) were surrendered to the Issuer and converted into Class A Shares at a conversion rate of 0.001 Class A Share for one Class B Share.

2. Reflects securities held directly by Red Hook Capital LLC. The Reporting Person has shared voting and dispositive power over Red Hook Capital LLC 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.

3. 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.

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.

5. Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by PWP Professional Partners LP. The Reporting Person disclaims beneficial ownership of the securities held by PWP Professional Partners LP, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Mark Polemeni, as Attorney-in-Fact	12/04/2023
	** 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).
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