0001777835-24-000007.txt : 20240109 0001777835-24-000007.hdr.sgml : 20240109 20240109213446 ACCESSION NUMBER: 0001777835-24-000007 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240109 DATE AS OF CHANGE: 20240109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PWP VoteCo Professionals LP CENTRAL INDEX KEY: 0002006612 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39558 FILM NUMBER: 24524756 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 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 3 1 wk-form3_1704854075.xml FORM 3 X0206 3 2023-12-31 0 0001777835 Perella Weinberg Partners PWP 0002006612 PWP VoteCo Professionals LP 767 5TH AVENUE NEW YORK NY 10153 1 0 0 0 Class B-1 Common Stock Class A Common Stock 40467.075 D PWP Professional Partners LP ("Professional Partners") is an aggregator partnership through which certain partners hold interests in PWP Holdings LP ("PWP OpCo"), the entity through which Perella Weinberg Partners (the "Issuer") holds its advisory business. On December 31, 2023 (the "Effective Date"), 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 is the "surviving partnership" under the Act (the "Division"). Professional Partners changed its name to PWP AmCo Professionals LP ("AmCo Professionals") in connection with the Division. In the Division, (i) 40,467,075 shares of Issuer Class B-1 common stock ("Class B-1 Shares") previously held by Professional Partners were allocated to the Reporting Person, a Delaware limited partnership, and (ii) 40,467,075 PWP OpCo Units (as defined below) previously held by Professional Partners were allocated to AdCo Professionals. This Division did not involve any purchase or sale of Issuer securities. PWP OpCo Common Units (which represent Class A partnership units of PWP Holdings LP) ("PWP OpCo Units") held by AdCo Professionals and partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP Holdings LP unitholder ("Unitholder"), 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, 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. VoteCo Professionals will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed a director by deputization with respect to the Issuer by virtue of the Reporting Person's right to designate a majority of the Issuer's board of directors, subject to certain conditions, pursuant to the Stockholder's Agreement, dated June 24, 2021, by and between the Issuer and the Reporting Person. /s/ Mark Polemeni, as Authorized Person 2024-01-09