0001628280-24-032372.txt : 20240719
0001628280-24-032372.hdr.sgml : 20240719
20240719210334
ACCESSION NUMBER: 0001628280-24-032372
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240717
FILED AS OF DATE: 20240719
DATE AS OF CHANGE: 20240719
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOAK MICHAEL
CENTRAL INDEX KEY: 0001611672
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-42177
FILM NUMBER: 241129083
MAIL ADDRESS:
STREET 1: 907 NW BALLARD WAY
CITY: SEATTLE
STATE: WA
ZIP: 98107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TWFG, Inc.
CENTRAL INDEX KEY: 0002007596
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411]
ORGANIZATION NAME: 02 Finance
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1201 LAKE WOODLANDS DRIVE
STREET 2: SUITE 4020
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 281.367.3424
MAIL ADDRESS:
STREET 1: 1201 LAKE WOODLANDS DRIVE
STREET 2: SUITE 4020
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
4
1
wk-form4_1721437407.xml
FORM 4
X0508
4
2024-07-17
0
0002007596
TWFG, Inc.
TWFG
0001611672
DOAK MICHAEL
C/O TWFG, INC.
1201 LAKE WOODLANDS DRIVE, SUITE 4020
THE WOODLANDS
TX
77380
1
0
0
0
0
Class A Common Stock
2024-07-17
4
A
0
3529
0
A
3529
D
Class A Common Stock
2024-07-19
4
P
0
588235
17
A
591764
I
By LLC
Class B Common Stock
2024-07-19
4
J
0
1820234
A
1820234
I
By LLC
Class B LLC Units in TWFG Holding Company, LLC
2024-07-19
4
J
0
1820234
D
Class A Common Stock
1820234
0
I
By LLC
Class B LLC Units in TWFG Holding Company, LLC
2024-07-19
4
J
0
1820234
A
Class A Common Stock
1820234
1820234
I
By LLC
Represents shares purchased from the underwriters in the Issuer's initial public offering by Griffin Highline Capital, LLC.
Griffin Highline Capital, LLC is the managing member of GHC Woodlands Holdings, Inc. ("GHC"). Mr. Michael Doak is the Chief Executive Officer, Co-Chairman and Manager of Griffin Highline Capital, LLC and has sole voting and dispositive power over the shares held by GHC and Griffin Highline Capital, LLC. Mr. Doak disclaims beneficial ownership of any units or shares owned by GHC or Griffin Highline Capital, LLC, except to the extent of his pecuniary interest therein.
( 1/2) Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439) (the "Form S-1")) as part of the Issuer's initial public offering ("IPO"), and immediately prior to the closing of the IPO, (i) the Class B LLC Units of TWFG Holding Company LLC ("TWFG Holding") held by GHC were reclassified as LLC Units of TWFG Holding, and (ii) GHC now holds 1,820,234 LLC Units of TWFG Holdings and a corresponding number of non-economic voting shares of Class B Common Stock of the Issuer. As further described in the Form S-1, from and after the closing of the IPO, GHC will have the right, subject to the terms of the LLC Agreement of TWFG Holding, to require TWFG Holding to redeem all or a portion of its LLC Units for, at the Issuer's election, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the VWAP of one share of Class A Common Stock for each LLC Unit redeemed and, upon
(2/2) such exchange, an equivalent number of shares of Class B Common Stock of the Issuer held by GHC will be canceled.
/s/ Julie E. Benes, as Attorney-in-Fact for Michael Doak
2024-07-19