SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SULLIVAN KATHLEEN PATRICIA

(Last)

(First)

(Middle)

C/O GCM GROSVENOR INC.

900 NORTH MICHIGAN AVENUE, SUITE 1100

(Street)

CHICAGO

60611

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GCM Grosvenor Inc. [ GCMG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/15/2024		M⁽¹⁾		10,904	A	⁽²⁾	72,683	D
Class A Common Stock	04/15/2024		D⁽¹⁾		8,881	D	$9.28	63,802	D
Class A Common Stock	04/15/2024		D⁽³⁾		18,399	D	$9.28	45,403	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	04/15/2024		M⁽¹⁾			10,904	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,904	$0	0	D

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") that were granted under the Issuer's Amended and Restated 2020 Incentive Award Plan on January 15, 2024, vested in full on April 15, 2024 and were settled in full on April 15, 2024. 1,611 shares of Class A Common Stock were withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of vested RSUs and 7,270 RSUs were settled in cash at the option of the Issuer in an amount of equal to fair market value of the shares of Class A Common Stock underlying the RSUs on April 15, 2024. 2,023 shares of Class A Common Stock were issued in settlement of 2,023 RSUs. The shares withheld for tax withholding obligations and the cash settlement of RSUs do not constitute any open-market sale.

2. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer.

3. Represents RSUs that were granted under the Issuer's Amended and Restated 2020 Incentive Award Plan on October 2, 2023, vested in full on March 1, 2024 and were settled in full on April 15, 2024. 3,343 shares of Class A Common Stock were withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of vested RSUs and 15,056 RSUs were settled in cash at the option of the Issuer in an amount of equal to fair market value of the shares of Class A Common Stock underlying the RSUs on April 15, 2024. 4,182 shares of Class A Common Stock were issued in settlement of 4,182 RSUs. The shares withheld for tax withholding obligations and the cash settlement of RSUs do not constitute any open-market sale.

Remarks:

	/s/ Burke Montgomery, Attorney-in-Fact	04/17/2024
	** 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 4 (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).
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