Fairbanks Jonathan B.'s Form 4/A amendment
AmendedFlowco Holdings Inc. (FLOC) · filed Apr 6, 2026
- Accession no.
- 0001193125-26-144048
- Filed
- Apr 6, 2026, 5:30 PM ET
- Trade date
- Mar 26, 2026
- Filing delay
- 11 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Mar 25, 2026
This filing lists 8 non-derivative transactions and 3 derivative transactions. Open-market sales total $165.2M. It was filed 11 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Fairbanks Jonathan B.CIK 0002048763 | Director, 10% Owner, Other: See Remarks |
| GEC Partners III LPCIK 0001618169 | 10% Owner, Other: See Remarks |
| GEC Estis Co-Invest II LLCCIK 0001986070 | 10% Owner, Other: See Remarks |
| GEC Group B LtdCIK 0002050986 | 10% Owner, Other: See Remarks |
| GEC Advisors LLCCIK 0002051005 | 10% Owner, Other: See Remarks |
| GEC Group LtdCIK 0002051007 | 10% Owner, Other: See Remarks |
| GEC Partners III B LPCIK 0002051019 | 10% Owner, Other: See Remarks |
| GEC Capital Group III LPCIK 0002051026 | 10% Owner, Other: See Remarks |
| GEC Capital Group III-B LPCIK 0002052262 | 10% Owner, Other: See Remarks |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 26, 2026 | Class A Common Stock | MOption exerciseAcquired | +1,682,406 | –F1,F2 | – | 1,682,406 | Indirect | |
| Mar 26, 2026 | Class A Common Stock | MOption exerciseAcquired | +1,907,855 | –F1,F2 | – | 1,907,855 | Indirect | |
| Mar 26, 2026 | Class A Common Stock | MOption exerciseAcquired | +4,031,250 | –F1,F2 | – | 4,031,250 | Indirect | |
| Mar 26, 2026 | Class A Common Stock | SSaleDisposed | −1,682,406 | $21.18 | −$35,624,947.05 | 0 | Indirect | |
| Mar 26, 2026 | Class A Common Stock | SSaleDisposed | −1,907,855 | $21.18 | −$40,398,829.63 | 0 | Indirect | |
| Mar 26, 2026 | Class A Common Stock | SSaleDisposed | −4,031,250 | $21.18 | −$85,361,718.75 | 0 | Indirect | |
| Mar 26, 2026 | Class A Common Stock | SSaleDisposed | −94,694 | $21.18 | −$2,005,145.45 | 366,103 | Indirect | |
| Mar 26, 2026 | Class A Common Stock | SSaleDisposed | −83,795 | $21.18 | −$1,774,359.13 | 323,965 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 26, 2026 | Class A Common Stock | MOption exerciseDisposed | −1,682,406 | $0.00 | $0 | 6,504,398 | Indirect | |
| Mar 26, 2026 | Class A Common Stock | MOption exerciseDisposed | −1,907,855 | $0.00 | $0 | 7,376,013 | Indirect | |
| Mar 26, 2026 | Class A Common Stock | MOption exerciseDisposed | −4,031,250 | $0.00 | $0 | 15,585,309 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Represents Common Units (the "Common Units") of Flowco MergeCo LLC ("Flowco MergeCo"). Each Common Unit is 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, dated as of January 17, 2025 (the "Restated LLC Agreement"), each Paired Interest is exchangeable into one share of Class A Common Stock ("Class A Common Stock") of the Issuer (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]
Referenced by the price of 3 transactions in Table I.
- 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.
Referenced by the price of 3 transactions in Table I.
- F3
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 LLC, GEC Capital Group III LP and GEC Group B Ltd. disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- F4
These securities are held directly by GEC Partners III-B LP. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- F5
These securities are held directly by GEC Partners III LP. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group Ltd. and GEC Capital Group III LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- F6
These securities are held directly by GEC Estis Co-Invest II LLC. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
Remarks
This amendment is being filed solely to include GEC Advisors LLC, 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 as official Reporting Persons following the reactivation of their EDGAR accounts as explained in Footnote 5 of the initial filing. 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. Accordingly, the Reporting Persons are filing this Form 4 in part by virtue of their deemed membership in such "group." Each of GEC Advisors LLC, 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 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.