Lowry Baldwin - 21 May 2024 Form 4 Insider Report for Baldwin Insurance Group, Inc. (BWIN)

Role
Director, Chairman and member of 10% owner group, 10%+ Owner
Signature
/s/ Seth Cohen, as Attorney-in-Fact, for Lowry Baldwin
Issuer symbol
BWIN
Transactions as of
21 May 2024
Transactions value $
-$4,262,018
Form type
4
Filing time
23 May 2024, 21:34:26 UTC
Previous filing
13 Mar 2024
Next filing
14 Aug 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BWIN Class B Common Stock Other $0 -125,000 -0.94% $0 13,149,090 21 May 2024 By BIGH, LLC F1, F2
transaction BWIN Class B Common Stock Other $0 +125,000 $0 125,000 21 May 2024 By Trust F1, F3
transaction BWIN Class B Common Stock Conversion of derivative security $0 -125,000 -100% $0* 0 21 May 2024 By Trust F3
transaction BWIN Class A Common Stock Conversion of derivative security $0 +125,000 $0 125,000 21 May 2024 By Trust F3
transaction BWIN Class A Common Stock Sale -$1,081,464 -32,110 -26% $33.68 92,890 21 May 2024 By Trust F3, F4
transaction BWIN Class A Common Stock Sale -$3,180,553 -92,890 -100% $34.24 0 21 May 2024 By Trust F3, F5

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
transaction BWIN LLC Units in The Baldwin Insurance Group Holdings, LLC Other $0 -125,000 -0.94% $0 13,149,090 21 May 2024 Class A Common Stock 125,000 $0 By BIGH, LLC F1, F2, F6
transaction BWIN LLC Units in The Baldwin Insurance Group Holdings, LLC Other $0 +125,000 $0 125,000 21 May 2024 Class A Common Stock 125,000 $0 By Trust F1, F3, F6
transaction BWIN LLC Units in The Baldwin Insurance Group Holdings, LLC Conversion of derivative security $0 -125,000 -100% $0* 0 21 May 2024 Class A Common Stock 125,000 $0 By Trust F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In a transaction exempt from Section 16 pursuant to Rule 16a-1, the reporting person (who is the sole manager of the managing member of BIGH, LLC ("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.
F2 The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein.
F3 The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee.
F4 The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $33.04 to $34.01. 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.
F5 The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $34.04 to $34.43. 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.
F6 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