Jonathan B. Fairbanks - Jan 17, 2025 Form 4 Insider Report for Flowco Holdings Inc. (FLOC)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Jonathan B. Fairbanks
Stock symbol
FLOC
Transactions as of
Jan 17, 2025
Transactions value $
$48,000
Form type
4
Date filed
1/22/2025, 06:47 PM
Previous filing
Jan 16, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLOC Class A Common Stock Award $0 +15.6K $0.00 15.6K Jan 17, 2025 Direct F1
transaction FLOC Class A Common Stock Purchase $12K +500 $24.00 500 Jan 17, 2025 By Child
transaction FLOC Class A Common Stock Purchase $12K +500 $24.00 500 Jan 17, 2025 By Child
transaction FLOC Class A Common Stock Purchase $12K +500 $24.00 500 Jan 17, 2025 By Child
transaction FLOC Class A Common Stock Purchase $12K +500 $24.00 500 Jan 17, 2025 By Child
holding FLOC Class A Common Stock 461K Jan 17, 2025 By GEC Partners III GI LP F2
holding FLOC Class A Common Stock 408K Jan 17, 2025 By GEC Partners III-B GI LP F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock units ("RSUs") that vest in substantially equal quarterly installments over the following 3 years. Each RSU represents a contingent right to receive one share of Class A Common Stock.
F2 GEC Capital Group III LP is the general partner of each of GEC Partners III LP and GEC Partners III-GI LP, and GEC Group Ltd. is the general partner of GEC Capital Group III LP. GEC Capital Group III-B LP is the managing member or general partner of each of GEC Estis Co-Invest II LLC and GEC Partners III-B LP, and GEC Group B Ltd. is the general partner of GEC Capital Group III-B LP. Mr. Fairbanks is the manager and controlling member of GEC, GEC Group Ltd. and GEC Group B. Ltd, as well as GEC Advisors LLC, a registered investment advisor to the funds that beneficially own such shares, with discretionary authority over each such fund's accounts. Each of Mr. Fairbanks, GEC Advisors, GEC Capital Group III LP, GEC Group B Ltd., disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

Remarks:

In connection with the Master Reorganization Agreement, the Reporting Persons entered into a Stockholders Agreement with certain other stockholders of the Issuer, pursuant to which, among other matters, they agreed to vote in favor of each others' director nominees. As a result, certain Reporting Persons may be deemed to be members of a "group," as such term is defined in Section 13(d)(3) of the Act and Rule 13d-5 thereunder, with such other stockholders of the Issuer. Collectively, such "group" may be deemed to beneficially own in the aggregate more than 50% of the shares of the Issuer's Class A Common Stock outstanding after giving effect to the shares issued in the IPO (assuming the underwriters' option to purchase additional shares is not exercised). Accordingly, the Reporting Persons are filing this Form 4 in part by virtue of their deemed membership in such "group." Each of GEC Advisors, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., GEC Capital Group III LP, GEC Partners III-B LP , GEC Partners III LP and GEC Estis Co-Invest II LLC may be deemed to be a director by deputization by virtue of the right of the GEC parties to the Stockholders Agreement and their affiliates to designate two members of the Issuer's board of directors pursuant to the Stockholders Agreement. However, each of the Reporting Persons disclaims any pecuniary interest in the shares of Class A Common Stock owned directly by such other stockholders, and such shares are not reflected in the tables herein.