| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BRP Group, Inc. [ BRP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/30/2021 | G | V | 37,488(1) | D | $0 | 71,090 | D | ||
| Class B Common Stock | 09/30/2021 | G | V | 239,776(2) | A | $0 | 553,378(3) | I | By Trust | |
| Class B Common Stock | 1,787,498 | D | ||||||||
| Class B Common Stock | 09/30/2021 | G | V | 391,341(4) | A | $0 | 420,313(3) | I | By Trust | |
| Class B Common Stock | 1,089,019 | D | ||||||||
| Class B Common Stock | 09/30/2021 | G | V | 119,871(5) | A | $0 | 206,748(3) | I | By Trust | |
| Class B Common Stock | 2,334,127 | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 09/30/2021 | G | V | 37,488(1) | (6) | (6) | Class A Common Stock | 37,488 | $0 | 71,090 | D | |||
| LLC Units in Baldwin Risk Partners, LLC | $0 | 09/30/2021 | G | V | 239,776(2) | (6) | (6) | Class A Common Stock | 239,776 | $0 | 553,378(3) | I | By Trust | ||
| LLC Units in Baldwin Risk Partners, LLC | $0 | (6) | (6) | Class A Common Stock | 1,787,498 | 1,787,498 | D | ||||||||
| LLC Units in Baldwin Risk Partners, LLC | $0 | 09/30/2021 | G | V | 391,341(4) | (6) | (6) | Class A Common Stock | 391,341 | $0 | 420,313(3) | I | By Trust | ||
| LLC Units in Baldwin Risk Partners, LLC | $0 | (6) | (6) | Class A Common Stock | 1,089,019 | 1,089,019 | D | ||||||||
| LLC Units in Baldwin Risk Partners, LLC | $0 | 09/30/2021 | G | V | 119,871(5) | (6) | (6) | Class A Common Stock | 119,871 | $0 | 206,748(3) | I | By Trust | ||
| LLC Units in Baldwin Risk Partners, LLC | $0 | (6) | (6) | Class A Common Stock | 2,334,127 | 2,334,127 | D | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities were transferred from the reporting person to Daniel A. Galbraith, the trustee and beneficiary of the Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, dated September 30, 2020. |
| 2. These securities were transferred from the Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 to Enrique M. Fueyo, as Trustee of the Elizabeth H. Krystyn 2019 Irrevocable Trust, dated September 30, 2019, of which Elizabeth Krystyn is a beneficiary. |
| 3. The reporting person disclaims beneficial ownership in these securities except to the extent of his or her pecuniary interest therein. |
| 4. These securities were transferred from the Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 to Melissa E. Wiebeck, as Trustee of the Kristopher A. Wiebeck 2019 Irrevocable Trust, dated August 28, 2019, of which Kristopher Aaron Wiebeck is a beneficiary. |
| 5. These securities were transferred from the Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 to BNY Mellon, National Association, as Trustee of the Laura R. Sherman Irrevocable Trust of 2019-1, of which Laura Sherman is a beneficiary. |
| 6. Each LLC Unit, together with a share of Class B common stock, may be converted by the holder into one share of Class A common stock at any time. The LLC Units do not expire. |
| /s/ Bradford Hale as Attorney-in Fact, for Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, dated September 30, 2020 | 12/08/2021 | |
| /s/ Bradford Hale as Attorney-in Fact, for Elizabeth Krystyn | 12/08/2021 | |
| /s/ Bradford Hale as Attorney-in Fact, for Kristopher Aaron Wiebeck | 12/08/2021 | |
| /s/ Bradford Hale as Attorney-in Fact, for Laura Sherman | 12/08/2021 | |
| ** 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). | ||
| 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. | ||
