UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
BRP GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
05589G102
(CUSIP Number)
June 1, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 05589G102
| 1. | Names of Reporting Persons.
Trinity Benefit Advisors, Inc. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization
Tennessee | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power
1,353,762 | |
| 6. | Shared Voting Power
0 | ||
| 7. | Sole Dispositive Power
1,353,762 | ||
| 8. | Shared Dispositive Power
0 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,353,762 shares of Class A Common Stock (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
6.3% (1)(2) | ||
| 12. | Type of Reporting Person (See Instructions)
OO | ||
(1) Based on 20,082,511 shares of Class A common stock issued and outstanding as of June 11, 2020.
(2) Trinity is controlled by Christopher Poynter and Andrew Mann. Therefore, Christopher Poynter and Andrew Mann may be deemed to have beneficial ownership over the shares held by Trinity.
CUSIP No. 05589G102
| 1. | Names of Reporting Persons.
Andrew Mann | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization
U.S.A. | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power
0 | |
| 6. | Shared Voting Power
1,353,762 | ||
| 7. | Sole Dispositive Power
0 | ||
| 8. | Shared Dispositive Power
1,353,762 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,353,762 shares of Class A Common Stock (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
6.3% (1)(2) | ||
| 12. | Type of Reporting Person (See Instructions)
IN | ||
(1) The total amount of 1,353,762 shares reported by Andrew Mann are owned by Trinity, of which Andrew Mann has 50% voting control. Therefore, Andrew Mann may be deemed to have beneficial ownership over the shares.
(2) Based on 20,082,511 shares of Class A common stock issued and outstanding as of June 11, 2020.
CUSIP No. 05589G102
| 1. | Names of Reporting Persons.
Christopher Poynter | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization
U.S.A. | ||
NUMBER OF SHARES BENEFICIALLY OWNEDBY EACH REPORTING PERSON WITH | 5. | Sole Voting Power
0 | |
| 6. | Shared Voting Power
1,353,762 | ||
| 7. | Sole Dispositive Power
0 | ||
| 8. | Shared Dispositive Power
1,353,762 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,353,762 shares of Class A Common Stock (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
6.3% (1)(2) | ||
| 12. | Type of Reporting Person (See Instructions)
IN | ||
(1) The total amount of 1,353,762 shares reported by Christopher Poynter are owned by Trinity, of which Christopher Poynter has 50% voting control. Therefore, Christopher Poynter may be deemed to have beneficial ownership over the shares.
(2) Based on 20,082,511 shares of Class A common stock issued and outstanding as of June 11, 2020.
| ITEM 1. | (a)Name of Issuer:BRP Group, Inc. (the “Issuer”) |
| (b) | Address of Issuer’s Principal Executive Offices: |
4211 W. Boy Scout Blvd.
Suite 800
Tampa, Florida 33607
| ITEM 2. | (a) Name of Person Filing: |
This Schedule 13G is being filed by:
| 1. | Trinity Benefit Advisors, Inc. (“Trinity”) |
| 2. | Andrew Mann |
| 3. | Christopher Poynter |
The foregoing entities and persons are referred to collectively as the “Reporting Persons.” The Reporting Persons are making this single, joint filing. The joint filing agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 1.
| (b) | Address of Principal Business Office, or if None, Residence: |
The principal office and business address of the Reporting Persons is 4823 Old Kingston Pike, Suite #300 Knoxville, TN 37919, Attention: Chris Poynter.
| (c) | Citizenship or Place of Organization: |
See row 4 of the cover sheet of the Reporting Persons.
| (d) | Title of Class of Securities: |
This Schedule 13G relates to the Issuer’s Class A common stock, par value $0.01 per share.
| (e) | CUSIP Number: |
05589G102
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
Not Applicable.
| ITEM 4. | OWNERSHIP. |
The information required by Item 4 is set forth in Rows 5 – 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
Not Applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not Applicable.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
Not Applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not Applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not Applicable.
| ITEM 10. | CERTIFICATIONS. |
Not Applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 11, 2020
| TRINITY BENEFIT ADVISORS, INC. | ||
| By: | /s/ Christopher Poynter | |
Name: Christopher Poynter Title: Chief Executive Officer | ||
| ANDREW MANN | ||
By:
| /s/ Andrew Mann | |
Name: Andrew Mann | ||
| CHRISTOPHER POYNTER | ||
| By: | /s/ Christopher Poynter | |
Name: Christopher Poynter | ||