John Terrell Gatlin - Jan 15, 2025 Form 3 Insider Report for Flowco Holdings Inc. (FLOC)

Role: EVP & Chief Operating Officer
Signature: /s/ Joel Lambert, attorney-in-fact
Stock symbol: FLOC
Transactions as of: Jan 15, 2025
Transactions value $: $0
Form type: 3
Date filed: 1/15/2025, 08:56 PM
Next filing: Jan 22, 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	FLOC	LLC Interests							Jan 15, 2025	Class A Common Stock	924K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Common Units of Flowco MergeCo LLC (the "Common Units"). Each Common Unit will be paired with one share of Class B common stock of the Issuer ("Class B Common Stock", and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo LLC (the "Restated LLC Agreement"), which will be entered into pursuant to the Master Reorganization Agreement in connection with the closing of the IPO, (i) all then-existing and outstanding limited liability company interests in Flowco MergeCo LLC will be recapitalized into Common Units and (ii) each Paired Interest will be exchangeable into one share of Class A Common Stock (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. [continues in footnote 2]
F2	[continued from footnote 1] Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders, generally will be cancelled.

Content

Represents Common Units of Flowco MergeCo LLC (the "Common Units"). Each Common Unit will be paired with one share of Class B common stock of the Issuer ("Class B Common Stock", and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo LLC (the "Restated LLC Agreement"), which will be entered into pursuant to the Master Reorganization Agreement in connection with the closing of the IPO, (i) all then-existing and outstanding limited liability company interests in Flowco MergeCo LLC will be recapitalized into Common Units and (ii) each Paired Interest will be exchangeable into one share of Class A Common Stock (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. [continues in footnote 2]

[continued from footnote 1] Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders, generally will be cancelled.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney