Baldwin Lowry Form 4 BRP / Lowry Baldwin 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^*

Baldwin Lowry

(Last) (First) (Middle)

C/O BRP GROUP, INC.

4211 W. BOY SCOUT BLVD., SUITE 800

(Street)

TAMPA FL 33607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRP Group, Inc. [ BRP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2023

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	09/06/2023		S		172,000	D	(1)	0	I	See Footnote(1)
Class B Common Stock	09/06/2023		J(2)	V	120,000	D	$0(2)	15,691,478(3)	I	By Baldwin Insurance Group Holdings, LLC
Class B Common Stock	09/06/2023		J(2)	V	120,000	A	$0(2)	120,000	I	By Trust(4)

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
LLC Units in Baldwin Risk Partners, LLC	$0	09/06/2023		J(2)	V		120,000	(5)	(5)	Class A Common Stock	120,000	$0(2)	15,691,478(3)	I	By Baldwin Insurance Group Holdings, LLC
LLC Units in Baldwin Risk Partners, LLC	$0	09/06/2023		J(2)	V	120,000		(5)	(5)	Class A Common Stock	120,000	$0(2)	120,000	I	By Trust(4)

Explanation of Responses:

1. The shares are held by J&L Triple B Ranch, LLLP ("J&L"). Prior to this transaction, the general partner of J&L was Shibumi Services, LLC ("Shibumi") of which the reporting person is the sole manager. On September 6, 2023, Shibumi sold its 1% general partnership interest in J&L for an aggregate purchase price of $74,140. The reporting person disclaims beneficial ownership in these shares except to the extent of his pecuniary interest therein.

2. In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person transferred shares that he held indirectly through Baldwin Insurance Group Holdings, LLC ("BIGH") to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee and beneficiary, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of BIGH.

3. The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein.

4. The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee and beneficiary.

5. Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder into one share of Class A common stock at any time. The LLC Units do not expire.

Remarks:

Chairman and member of 10% owner group

	/s/ Seth Cohen, as Attorney-in-Fact, for Lowry Baldwin	09/08/2023
	** 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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