PEP Secondary 2017 C.V. AlpInvest Form 4 Stagwell / PEP Secondary 2017 C.V. AlpInvest 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

AlpInvest Partners B.V.

(Last) (First) (Middle)

JACHTHAVENWEG 118

(Street)

AMSTERDAM 1081 KJ

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Stagwell Inc [ STGW ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former 10% holder

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	05/08/2023		J(1)(2)		23,328,154(2)	A	$6.43	0(1)	I	See footnotes(3)(4)(5)
Class A Common Stock	05/09/2023		S(1)(2)		23,328,154(2)	D	$6.43	0(1)	I	See footnotes(3)(4)(5)

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

1. Name and Address of Reporting Person^*

AlpInvest Partners B.V.

(Last) (First) (Middle)

JACHTHAVENWEG 118

(Street)

AMSTERDAM 1081 KJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest Partners US Secondary Investments 2016 I C.V.

(Last) (First) (Middle)

JACHTHAVENWEG 118

(Street)

AMSTERDAM 1081 KJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest PEP Secondary 2017 C.V.

(Last) (First) (Middle)

JACHTHAVENWEG 118

(Street)

AMSTERDAM 1081 KJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest Secondaries Fund VI C.V.

(Last) (First) (Middle)

JACHTHAVENWEG 118

(Street)

AMSTERDAM 1081 KJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest Secondaries Fund (Euro) VI C.V.

(Last) (First) (Middle)

JACHTHAVENWEG 118

(Street)

AMSTERDAM 1081 KJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GGG US Secondary 2017 C.V.

(Last) (First) (Middle)

JACHTHAVENWEG 118

(Street)

AMSTERDAM 1081 KJ

(City) (State) (Zip)

Explanation of Responses:

1. Each of AlpInvest Partners US Secondary Investments 2016 I C.V., AlpInvest PEP Secondary 2017 C.V., AlpInvest Secondaries Fund VI C.V., AlpInvest Secondaries Fund (Euro) VI C.V., GGG US Secondary 2017 C.V., AlpInvest GA Secondary C.V., AG Secondary C.V., APSS Secondary C.V., AJ Secondary C.V., and AP Fondo Secondaries II C.V. (collectively, the "AlpInvest Funds" and, together with AlpInvest Partners B.V., the "Reporting Persons") are limited partners of Stagwell Media LP (the "Limited Partnership"). As of April 30, 2023, the Reporting Persons have the right to cause Stagwell Media LP to make a distribution-in-kind of shares of Class A Common Stock of Stagwell Inc (the "Issuer"). Such right does not expire. The number of shares that would be delivered upon exercise of such right is determined by, among other things, the trading price of shares of Class A Common Stock of Stagwell Inc.

2. On May 8, 2023, the AlpInvest Funds directed the Limited Partnership to make a partial distribution in kind of 23,328,154 shares of Class A Common Stock (the "Distributed Shares") held by the Limited Partnership. On May 9, 2023, the AlpInvest Funds entered into a Share Repurchase Agreement with the Issuer (the "Share Repurchase Agreement"). Pursuant to the Share Repurchase Agreement, the Issuer agreed to repurchase the Distributed Shares from the AlpInvest Funds at a price of $6.43 per share, for total proceeds of $150,000,030.22. The AlpInvest Funds and the Limited Partnership have agreed that, for purposes of the Limited Partnership Agreement of the Limited Partnership (the "LPA") and determining the amount of distributions that the AlpInvest Funds continue to have the right to receive under the LPA, the Distributed Shares are valued at that same price.

3. Consists of 7,897,045 shares distributed to and sold to the Issuer by AlpInvest Partners US Secondary Investments 2016 I C.V, 2,824,653 shares distributed to and sold to the Issuer by AlpInvest PEP Secondary 2017 C.V., 9,305,931shares distributed to and sold to the Issuer by AlpInvest Secondaries Fund VI C.V., 1,229,268 shares distributed to and sold to the Issuer by AlpInvest Secondaries Fund (Euro) VI C.V., 470,406 shares distributed to and sold to the Issuer by GGG US Secondary 2017 C.V., 118,628 shares distributed to and sold to the Issuer by AlpInvest GA Secondary C.V., 838,743 shares distributed to and sold to the Issuer by AG Secondary C.V., 215,233 shares distributed to and sold to the Issuer by APSS Secondary C.V., 126,477 shares distributed to and sold to the Issuer by AJ Secondary C.V., and 301,770 shares distributed to and sold to the Issuer by AP Fondo Secondaries II C.V.

4. AlpInvest Partners Secondary Investments 2016 I B.V. is the general partner of AlpInvest Partners US Secondary Investments 2016 I C.V. AlpInvest PEP GP B.V. is the general partner of AlpInvest PEP Secondary 2017 C.V. AlpInvest SF VI B.V. is the general partner of each of AlpInvest Secondaries Fund VI C.V. and AlpInvest Secondaries Fund (Euro) VI C.V. AlpInvest GGG B.V. is the general partner of GGG US Secondary 2017 C.V. AlpInvest GA B.V. is the general partner of AlpInvest GA Secondary C.V. AlpInvest G GP, B.V. is the general partner of AG Secondary C.V. AlpInvest PSS GP B.V. is the general partner of APSS Secondary C.V. AlpInvest J GP B.V. is the general partner of AJ Secondary C.V.

5. (cont'd) AlpInvest Fondo B.V. is the general partner of AP Fondo Secondaries II C.V. AlpInvest Partners B.V. is the managing director of each of AlpInvest Partners Secondary Investments 2016 I B.V., AlpInvest PEP GP B.V., AlpInvest SF VI B.V., AlpInvest GGG B.V., AlpInvest GA B.V., AlpInvest G GP, B.V., AlpInvest PSS GP B.V., AlpInvest J GP B.V., AlpInvest Fondo B.V. (collectively, the "General Partners"). Due to this relationship, AlpInvest Partners B.V. may be deemed to exercise voting and dispositive power with respect to securities held by the AlpInvest Funds. Each of the Reporting Persons and General Partners disclaims beneficial ownership of securities owned by the AlpInvest Funds except to the extent of its pecuniary interest therein.

Remarks:

On May 10, 2023, the Reporting Persons entered into an agreement with the general partner of the Limited Partnership that provides that the Reporting Persons cannot cause the Limited Partnership to make a distribution of shares of Class A Common Stock if, immediately following such distribution, the Reporting Persons (together with any persons with whom their beneficial ownership would be aggregated under for purposes of Section 13(d) or Section 16 of the U.S. Securities Exchange Act of 1934, as amended) would, after giving effect to such distribution, beneficially own more than 9.9% of the outstanding shares of Class A Common Stock. Because no more than ten Reporting Persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, AlpInvest GA Secondary C.V., AG Secondary C.V., APSS Secondary C.V., AJ Secondary C.V., and AP Fondo Secondaries II C.V. have made a separate Form 4 filing.

	/s/ Erica Herberg	05/10/2023
	/s/ Rob de Jong	05/10/2023
	** 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).
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.