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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/11/24 |
Issuer: |
| Issuer CIK: 1781755 |
| Issuer Name: BRP Group, Inc. |
| Issuer Trading Symbol: BRP |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1787626 |
| | Owner Name: Baldwin Lowry |
| Reporting Owner Address: |
| | Owner Street 1: C/O BRP GROUP, INC. |
| | Owner Street 2: 4211 W. BOY SCOUT BLVD., SUITE 800 |
| | Owner City: TAMPA |
| | Owner State: FL |
| | Owner ZIP Code: 33607 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Officer Title: |
| | Other Text: See Remarks |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,117,388 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 13,374,090 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Baldwin Insurance Group Holdings, LLC |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | | Value: E |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 100,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 13,274,090 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Baldwin Insurance Group Holdings, LLC |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | | Value: E |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 100,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 100,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F4 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 100,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F4 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 100,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 100,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F4 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 62,629 |
| | | Transaction Price Per Share: |
| Value: 28.94 |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 37,371 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F4 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/12/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 19,251 |
| | | Transaction Price Per Share: |
| Value: 28.55 |
| Footnote ID: F6 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 18,120 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F4 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/12/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 18,120 |
| | | Transaction Price Per Share: |
| Value: 29.31 |
| Footnote ID: F7 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F4 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: LLC Units in Baldwin Risk Partners, LLC |
| | Conversion or Exercise Price: |
| | | Value: 0 |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,117,388 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 2,117,388 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 13,374,090 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Baldwin Insurance Group Holdings, LLC |
| Derivative Transaction: |
| | Security Title: |
| | | Value: LLC Units in Baldwin Risk Partners, LLC |
| | Conversion or Exercise Price: |
| | | Value: 0 |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | | Value: E |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 100,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 100,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 13,274,090 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Baldwin Insurance Group Holdings, LLC |
| Derivative Transaction: |
| | Security Title: |
| | | Value: LLC Units in Baldwin Risk Partners, LLC |
| | Conversion or Exercise Price: |
| | | Value: 0 |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | | Value: E |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 100,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 100,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 100,000 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F4 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: LLC Units in Baldwin Risk Partners, LLC |
| | Conversion or Exercise Price: |
| | | Value: 0 |
| | Transaction Date: |
| | | Value: 3/11/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 100,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 100,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
| Footnote ID: F4 |
Footnotes: |
| Footnote - F1: These securities were distributed to a member of Baldwin Insurance Group Holdings, LLC ("BIGH") in exchange for a corresponding reduction in such member's ownership of BIGH. |
| Footnote - F2: The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. |
| Footnote - F3: In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person (who is the sole manager of the managing member of BIGH and who is deemed to have beneficial ownership of the securities held by BIGH to the extent of his pecuniary therein) caused BIGH to distribute securities that were held by BIGH to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of BIGH. |
| Footnote - F4: The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee. |
| Footnote - F5: The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $28.72 to $29.03. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| Footnote - F6: The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $28.29 to $28.86. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| Footnote - F7: The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $28.71 to $29.66. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| Footnote - F8: Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder into one share of Class A common stock at any time. The LLC Units do not expire. |
Remarks: Chairman and member of 10% owner group |
Owner Signature: |
| Signature Name: /s/ Seth Cohen, as Attorney-in-Fact, for Lowry Baldwin |
| Signature Date: 3/13/24 |