0001777835-24-000111.txt : 20240520
0001777835-24-000111.hdr.sgml : 20240520
20240520201207
ACCESSION NUMBER: 0001777835-24-000111
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240516
FILED AS OF DATE: 20240520
DATE AS OF CHANGE: 20240520
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STEEL ROBERT K
CENTRAL INDEX KEY: 0001180592
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39558
FILM NUMBER: 24966589
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Perella Weinberg Partners
CENTRAL INDEX KEY: 0001777835
STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199]
ORGANIZATION NAME: 02 Finance
IRS NUMBER: 841770732
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 767 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-287-3200
MAIL ADDRESS:
STREET 1: 767 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER COMPANY:
FORMER CONFORMED NAME: FinTech Acquisition Corp. IV
DATE OF NAME CHANGE: 20190524
4
1
wk-form4_1716250317.xml
FORM 4
X0508
4
2024-05-16
0
0001777835
Perella Weinberg Partners
PWP
0001180592
STEEL ROBERT K
767 FIFTH AVENUE
NEW YORK
NY
10153
1
0
0
0
0
Class A Common Stock
2024-05-16
4
M
0
394055
0
A
462792
D
Class A Common Stock
2024-05-16
4
M
0
394.055
0
A
463186
D
Class A Common Stock
2024-05-16
4
D
0
394055
15.17
D
69131
D
Class A Common Stock
2024-05-16
4
D
0
394.055
15.17
D
68737
D
Class B-1 Common Stock
2024-05-16
4
M
0
394055
0.02
D
Class A Common Stock
394.055
575358
I
PWP VoteCo Professionals LP
PWP Holdings LP Common Units
2024-05-16
4
M
0
394055
15.17
D
Class A Common Stock
394055
575358
D
Reflects an exchange of PWP OpCo Units (as defined below) for an equal number of Class A Shares (as defined below). In connection with the exchange, an equal number of Class B-1 Shares (as defined below) were surrendered to the Issuer and converted into Class A Shares at a conversion rate of 0.001 Class A Share for one Class B Share.
Reflects the settlement of the exchange of PWP OpCo Units and Class B-1 Shares, as applicable, for cash.
Concurrently with an exchange of PWP Holdings LP Common Units (which represent Class A partnership units of PWP Holdings LP) ("PWP OpCo Units") for shares of Class A common stock ("Class A Shares") or cash by a PWP Holdings LP unitholder ("Unitholder") who also holds shares of Class B-1 common stock ("Class B-1 Shares"), such Unitholder will be required to surrender to the Issuer a number of Class B-1 Shares equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, for an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share.
Subject to certain lock-up periods, PWP OpCo Units, upon the surrender of an equal number of Class B-1 Shares, may be exchanged for Class A Shares on a one-for-one basis or, at the option of the Issuer, for an equivalent amount of cash. PWP OpCo Units do not expire.
The PWP OpCo Units and Class B Shares reported herein were previously held directly by PWP Professional Partners LP ("Professional Partners"). Professional Partners was an aggregator partnership through which certain partners held interests in PWP Holdings LP ("PWP OpCo"), the entity through which the Issuer holds its advisory business. On December 31, 2023, as part of an internal reorganization and in accordance with Section 17-220 of the Delaware Revised Uniform Limited Partnership Act (the "Act"), Professional Partners was divided into: (i) PWP VoteCo Professionals LP ("VoteCo Professionals"), (ii) PWP AdCo Professionals LP ("AdCo Professionals") and (iii) Professional Partners, which was the "surviving partnership" under the Act (the "Division"). Professional Partners changed its name to PWP AmCo Professionals LP in connection with the Division. In the Division, (i) Class B-1 Shares previously held by Professional Partners were allocated to VoteCo Professionals, and (ii) PWP OpCo Units previously held by Professional Partners were allocated to AdCo Professionals. On April 1, 2024, as part of this internal reorganization, AdCo Professionals merged with and into PWP OpCo (the "Merger"). This Division and Merger did not involve any purchase or sale of Issuer securities or change in pecuniary interest by the reporting person.
/s/ Mark Polemeni, as Attorney-in-Fact
2024-05-20