Richard F. Bunch III Form 3 TWFG / Richard F. Bunch III ownership change

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

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1. Name and Address of Reporting Person^*

Bunch Richard F. III

(Last) (First) (Middle)

C/O TWFG, INC.

1201 LAKE WOODLANDS DRIVE, SUITE 4020

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

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)

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

5. 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 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)

1. Name and Address of Reporting Person^*

Bunch Richard F. III

(Last) (First) (Middle)

C/O TWFG, INC.

1201 LAKE WOODLANDS DRIVE, SUITE 4020

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bunch Family Holdings, LLC

(Last) (First) (Middle)

C/O TWFG, INC.

1201 LAKE WOODLANDS DRIVE, SUITE 4020

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

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 a director, officer and ten percent owner of the Issuer.

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 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.

Remarks:

Exhibits 24.1 and 24.2 - Powers of Attorney

	/s/ Julie E. Benes, as Attorney-in-Fact for Richard F. Bunch	07/17/2024
	/s/ Julie E. Benes, as Attorney-in-Fact for Bunch Family Holdings, LLC	07/17/2024
	** Signature of Reporting Person	Date
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