Martin E. Franklin - Feb 14, 2025 Form 3 Insider Report for ACUREN CORP (TIC)

Role: Director, 10%+ Owner
Signature: /s/ Fiona Sutherland, Attorney-in-Fact
Stock symbol: TIC
Transactions as of: Feb 14, 2025
Transactions value $: $0
Form type: 3
Date filed: 2/14/2025, 04:30 PM
Previous filing: Jan 3, 2025
Next filing: Mar 21, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TIC	Common Stock						18.9M	Feb 14, 2025	By Mariposa Acquisition IX, LLC	F1

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	TIC	Series A Preferred Stock							Feb 14, 2025	Common Stock	1M		By Mariposa Acquisition IX, LLC	F1, F2

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

Explanation of Responses:

Id	Content
F1	The shares of Common Stock and Series A Preferred Stock reported herein are held directly by Mariposa Acquisition IX, LLC ("Mariposa IX"). Sir Martin is the manager of Mariposa IX. In such capacity, Sir Martin exercises voting power and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa IX. As a result, Sir Martin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of Common Stock and Series A Preferred Stock held by Mariposa IX. Sir Martin disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa IX except to the extent of his pecuniary interest therein.
F2	The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier of (i) immediately following the "change of control dividend date" (as defined in the Issuer's certificate of incorporation) and (ii) December 31, 2034.

Content

The shares of Common Stock and Series A Preferred Stock reported herein are held directly by Mariposa Acquisition IX, LLC ("Mariposa IX"). Sir Martin is the manager of Mariposa IX. In such capacity, Sir Martin exercises voting power and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa IX. As a result, Sir Martin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of Common Stock and Series A Preferred Stock held by Mariposa IX. Sir Martin disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa IX except to the extent of his pecuniary interest therein.

The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier of (i) immediately following the "change of control dividend date" (as defined in the Issuer's certificate of incorporation) and (ii) December 31, 2034.

Remarks:

As stated in footnote 1, Mr. Franklin exercises voting and investment power over shares held directly by Mariposa Acquisition IX, LLC. Accordingly, Mariposa Acquisition IX, LLC may be deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act. The filing of this statement on Form 3 shall not be deemed an admission that any reporting person is a member of such a group. See Exhibit 24.1 - Power of Attorney