| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/15/2025 |
3. Issuer Name and Ticker or Trading Symbol
Flowco Holdings Inc. [ FLOC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 01/15/2025 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 460,797 | I | By GEC Partners III GI LP(1)(2)(3) |
| Class A Common Stock | 407,760 | I | By GEC Partners III-B GI LP(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| LLC Interests | (4)(5) | (4)(5) | Class A Common Stock | 8,186,804 | (4)(5) | I | By GEC Partners III-B LP(3)(4)(5)(6) |
| LLC Interests | (4)(5) | (4)(5) | Class A Common Stock | 9,283,868 | (4)(5) | I | By GEC Partners III LP(3)(4)(5)(7) |
| LLC Interests | (4)(5) | (4)(5) | Class A Common Stock | 19,616,559 | (4)(5) | I | By GEC Estis Co-Invest II LLC(3)(4)(5)(8) |
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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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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares of Class A Common Stock ("Class A Common Stock") of Flowco Holdings Inc. (the "Issuer") will be issued by the Issuer directly to GEC Partners III GI LP (460,797 shares) and GEC Partners III-B GI LP (407,760 shares) (such entities, the "Blocker Shareholders") prior to the closing of the initial public offering ("IPO") in accordance with a Master Reorganization Agreement ("Master Reorganization Agreement"), dated as of January 15, 2025, by and among the Issuer, Flowco MergeCo, the Blocker Shareholders, and the other parties thereto, and a related Master Merger Agreement, in connection with the merger of GEC III-GI FPS Blocker Corp. and GEC III-GI Estis Blocker Corp. (the "Blocker Companies") into wholly owned subsidiaries of the Issuer. Each of the Blocker Companies currently own limited liability company interests in Flowco MergeCo LLC ("Flowco MergeCo"). [continues in footnote 2] |
| 2. [continued from footnote 1] Such mergers will result in the surviving Blocker Companies initially being wholly owned by the Issuer, prior to their merger with and into the Issuer, and the limited liability company interests in Flowco MergeCo owned by the Blocker Companies thereafter being owned directly by the Issuer. Each of Mr. Fairbanks, GEC Advisors, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., and GEC Capital Group III LP, disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| 3. GEC Capital Group III LP is the general partner of each of GEC Partners III LP and GEC Partners III-GI LP, and GEC Group Ltd. is the general partner of GEC Capital Group III LP. GEC Capital Group III-B LP is the managing member or general partner of each of GEC Estis Co-Invest II LLC and GEC Partners III-B LP, and GEC Group B Ltd. is the general partner of GEC Capital Group III-B LP. Mr. Fairbanks is the manager and controlling member of GEC, GEC Group Ltd. and GEC Group B. Ltd, as well as GEC Advisors LLC, a registered investment advisor to the funds that beneficially own such shares, with discretionary authority over each such fund's accounts. Each of Mr. Fairbanks, GEC Advisors, GEC Capital Group III LP, GEC Group B Ltd., disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| 4. Represents Common Units of Flowco MergeCo (the "Common Units"). Each Common Unit will be paired with one share of Class B common stock of the Issuer ("Class B Common Stock", and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo (the "Restated LLC Agreement"), which will be entered into pursuant to the Master Reorganization Agreement in connection with the closing of the IPO, (i) all then-existing and outstanding limited liability company interests of Flowco MergeCo will be recapitalized into Common Units and (ii) each Paired Interest will be exchangeable into one share of Class A Common Stock (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. [continues in footnote 5] |
| 5. [continued from footnote 4] Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders generally will be cancelled. |
| 6. These securities are held directly by GEC Partners III-B LP. Each of Mr. Fairbanks, GEC Advisors, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| 7. These securities are held directly by GEC Partners III LP. Each of Mr. Fairbanks, GEC Advisors, GEC Group Ltd., and GEC Capital Group III LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| 8. These securities are held directly by GEC Estis Co-Invest II LLC. Each of Mr. Fairbanks, GEC Advisors, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| Remarks: |
| This amendment is being filed solely to include GEC Partners III LP and GEC Estis Co-Invest II LLC as official Reporting Persons following the receipt of their respective reset codes as explained in Footnote 9 of the initial filing. In connection with the Master Reorganization Agreement, the Reporting Persons will enter into a Stockholders Agreement with certain other stockholders of the Issuer, pursuant to which, among other matters, they will agree to vote in favor of each others' director nominees. As a result, certain Reporting Persons may be deemed to be members of a "group," as such term is defined in Section 13(d)(3) of the Act and Rule 13d-5 thereunder, with such other stockholders of the Issuer. Collectively, such "group" may be deemed to beneficially own in the aggregate more than 50% of the shares of the Issuer's Class A Common Stock outstanding after giving effect to the shares issued in the IPO (assuming the underwriters' option to purchase additional shares is not exercised). Accordingly, the Reporting Persons are filing this Form 3 in part by virtue of their deemed membership in such "group." Each of GEC Advisors, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., GEC Capital Group III LP, GEC Partners III-B LP , GEC Partners III LP and GEC Estis Co-Invest II LLC may be deemed to be a director by deputization by virtue of the right the GEC parties to the Stockholders Agreement and their affiliates to designate two members of the Issuer's board of directors pursuant to the Stockholders Agreement. However, each of the Reporting Persons disclaim any pecuniary interest in the shares of Class A Common Stock owned directly by such other stockholders, and such shares are not reflected in the tables herein. |
| /s/ Jonathan B. Fairbanks | 01/16/2025 | |
| GEC Advisors LLC By: /s/ Jonathan B. Fairbanks, Manager | 01/16/2025 | |
| GEC Group B Ltd. By: /s/ Jonathan B. Fairbanks, Manager | 01/16/2025 | |
| GEC Capital Group III-B LP. By: /s/ Jonathan B. Fairbanks, Manager | 01/16/2025 | |
| GEC Estis Co-Invest II LLC. By: /s/ Jonathan B. Fairbanks | 01/16/2025 | |
| GEC Group Ltd. By: /s/ Jonathan B. Fairbanks, Manager | 01/16/2025 | |
| GEC Capital Group III LP. By: /s/ Jonathan B. Fairbanks, Manager | 01/16/2025 | |
| GEC Partners III LP. By: /s/ Jonathan B. Fairbanks, Manager | 01/16/2025 | |
| GEC Partners III-B LP. By: /s/ Jonathan B. Fairbanks, Manager | 01/16/2025 | |
| ** 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. | ||
