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

Role
Director
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 5, 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 1.75M 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 Restricted Stock Units Feb 14, 2025 Common Stock 10K Direct F2, F3
holding TIC Series A Preferred Stock Feb 14, 2025 Common Stock 92.5K By Mariposa Acquisition IX, LLC F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mariposa Acquisition IX, LLC directly holds (i) 18,877,500 shares of Common Stock and (ii) 1,000,000 shares of Series A Preferred Stock convertible into shares of Common Stock for no additional consideration as set forth below. Mr. Lillie holds a limited liability company interest in Mariposa Acquisition IX, LLC and, as a result, may be deemed to have a pecuniary interest in approximately (i) 1,746,169 shares of Common Stock and (ii) 92,500 shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by Mariposa Acquisition IX, LLC. Mr. Lillie disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IX, LLC except to the extent of his pecuniary interest therein. Mr. Lillie does not have beneficial ownership over the shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IX, LLC.
F2 These restricted stock units vest on July 30, 2025 (the one-year anniversary of the grant date).
F3 Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
F4 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:

See Exhibit 24.1 - Power of Attorney