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)
11/29/2023

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 B Common Stock	11/29/2023		S		50,000	D	$0(1)	15,641,478(2)	I	By Baldwin Insurance Group Holdings, LLC
Class B Common Stock	11/29/2023		S		50,000	D	$0(1)	15,591,478(2)	I	By Baldwin Insurance Group Holdings, LLC
Class B Common Stock	12/01/2023		S		100,000	D	$0(1)	15,491,478(2)	I	By Baldwin Insurance Group Holdings, LLC

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	11/29/2023		S			50,000	(3)	(3)	Class A Common Stock	50,000	$0(1)	15,641,478(2)	I	By Baldwin Insurance Group Holdings, LLC
LLC Units in Baldwin Risk Partners, LLC	$0	11/29/2023		S			50,000	(3)	(3)	Class A Common Stock	50,000	$0(1)	15,591,478(2)	I	By Baldwin Insurance Group Holdings, LLC
LLC Units in Baldwin Risk Partners, LLC	$0	12/01/2023		S			100,000	(3)	(3)	Class A Common Stock	100,000	$0(1)	15,491,478(2)	I	By Baldwin Insurance Group Holdings, LLC

Explanation of Responses:

1. These securities were distributed to a member of Baldwin Insurance Group Holdings, LLC in exchange for a corresponding reduction in such member's ownership of Baldwin Insurance Group Holdings, LLC.

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

3. 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	12/01/2023
	** 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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