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3 Filing
SelectQuote (SLQT) Form 3SelectQuote / Donald L Hawks III ownership change
Filed: 20 May 20, 8:00pm
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/20/2020 | 3. Issuer Name and Ticker or Trading Symbol SelectQuote, Inc. [ SLQT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.01 per share | 40,000 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series D Convertible Preferred Stock | 07/23/2014 | (1) | Common Stock, par value $0.01 per share | 15,470,824(4) | (1) | I | Owned by BEP III LLC |
Series D Convertible Preferred Stock | 07/23/2014 | (2) | Common Stock, par value $0.01 per share | 12,044,344(4) | (2) | I | Owned by BEP III Co-Invest LLC |
Series D Convertible Preferred Stock | 07/23/2014 | (3) | Common Stock, par value $0.01 per share | 3,292,320(4) | (3) | I | Owned by SQ Co-investors LLC |
Explanation of Responses: |
1. BEP III LLC has the right to acquire 15,470,824 shares of common stock upon the conversion of 1,933,853 shares of Series D Convertible Preferred Stock at a conversion rate of eight shares of common stock for every one share of Series D Convertible Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series D Convertible Preferred Stock will automatically convert into eight shares of common stock for no additional consideration upon the closing of SelectQuote Inc.'s initial public offering. |
2. BEP III Co-Invest LLC has the right to acquire 12,044,344 shares of common stock upon the conversion of 1,505,543 shares of Series D Convertible Preferred Stock at a conversion rate of eight shares of common stock for every one share of Series D Convertible Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series D Convertible Preferred Stock will automatically convert into eight shares of common stock for no additional consideration upon the closing of SelectQuote Inc.'s initial public offering. |
3. SQ Co-investors LLC has the right to acquire 3,292,320 shares of common stock upon the conversion of 411,540 shares of Series D Convertible Preferred Stock at a conversion rate of eight shares of common stock for every one share of Series D Convertible Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series D Convertible Preferred Stock will automatically convert into eight shares of common stock for no additional consideration upon the closing of SelectQuote Inc.'s initial public offering. |
4. Mr. Hawks owns an indirect pecuniary interest in the securities reported on this line. Mr. Hawks disclaims beneficial ownership of the securities reported on this line except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ Donald L. Hawks III | 05/20/2020 | |
** 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 5 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |