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