SEC Form 3
| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 07/17/2024 |
3. Issuer Name and Ticker or Trading Symbol
TWFG, Inc. [ TWFG ] |
|||||||||||||
|
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)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 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) |
| Class A Common Stock | 100(1) | I | By LLC(1) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 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 | ||||
| Class C LLC Units in TWFG Holding Company, LLC | (2) | (2) | Class A Common Stock | 34,236,072(1) | (2) | I | By LLC(1) |
| Explanation of Responses: |
| 1. The shares of Class A common Stock of the Issuer and the Class C LLC Units of TWFG Holding Company, LLC ("TWFG Holding") are owned directly by Bunch Family Holdings LLC ("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 the husband of the Reporting Person. |
| 2. 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 held by Bunch Holdings will be reclassified as LLC Units of TWFG Holding, (ii) Bunch Holdings will exchange 342,362 LLC Units of TWFG Holding for 342,362 shares of Class A Common Stock of the Issuer, and (iii) Bunch Holdings will continue to hold 33,893,810 LLC Units of TWFG Holdings and will hold a corresponding number of shares of Class C Common Stock of the Issuer. Each LLC Unit of TWFG Holdings held by Bunch Holdings 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 Bunch Holdings will be canceled. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Julie E. Benes, as Attorney-in-Fact for Michelle C. Bunch | 07/17/2024 | |
| ** 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. | ||