TWFG, Inc. Common Stock (TWFG) Form 4 TWFG / Michelle Caroline Bunch 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^*

Bunch Michelle Caroline

(Last) (First) (Middle)

C/O TWFG, INC.

1201 LAKE WOODLANDS DRIVE, SUITE 4020

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TWFG, Inc. [ TWFG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2024

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 A Common Stock	07/17/2024		A		3,529	A	$0	3,629	D
Class A Common Stock	07/17/2025		A		147,058	A	$0	150,687	I	By husband
Class A Common Stock	07/19/2024		M		342,262(1)	A	(1)	492,949	I	By LLC(2)
Class A Common Stock	07/19/2024		P(3)		5,850	A	$17	498,799	D
Class A Common Stock	07/19/2024		P(3)		185,426	A	$17	684,225	I	By husband
Class A Common Stock	07/19/2024		P(3)		5,850	A	$17	690,075	I	By son
Class A Common Stock	07/19/2024		P(3)		5,850	A	$17	695,925	I	By son
Class C Common Stock	07/19/2024		A		33,893,810(1)	A	(1)	33,893,810	I	By LLC(2)

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 TWFG Holding Company, LLC	(1)	07/19/2024		M			342,362	(1)	(1)	Class A Common Stock	342,362	(1)	33,893,810	I	By LLC(2)

Explanation of Responses:

1. Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439)), as part of the Issuer's initial public offering, (i) the Class C LLC Units of TWFG Holding Company, LLC ("TWFG Holding") held by Bunch Family Holdings LLC ("Bunch Holdings") were reclassified as LLC Units of TWFG Holding, (ii) Bunch Holdings exchanged 342,362 LLC Units of TWFG Holding for 342,362 shares of Class A Common Stock of the Issuer, and (iii) Bunch Holdings continued to hold 33,893,810 LLC Units of TWFG Holdings and was issued a corresponding number of shares of Class C Common Stock of the Issuer. Each LLC Unit of TWFG Holdings held by the Reporting Persons is exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis, and upon such exchange, an equivalent number of shares of Class C Common Stock of the Issuer held by the Reporting Persons will be canceled.

2. The shares of Class A Common Stock of the Issuer and the Class C LLC Units of TWFG Holding are owned directly by Bunch Holdings, a ten percent owner of the Issuer, and indirectly by Richard F. Bunch III, who is sole member of Bunch Holdings. Richard F. Bunch III is a director, officer and ten percent owner of the Issuer.

3. Represents shares acquired pursuant to a directed share program in connection with the Issuer's initial public offering.

Remarks:

	/s/ Julie E. Benes, as Attorney-in-Fact for Michelle C. Bunch	07/19/2024
	** Signature of Reporting Person	Date
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