Baldwin Lowry's Form 4 filing
Baldwin Insurance Group, Inc. (BWIN) · filed Mar 13, 2024
- Accession no.
- 0001214659-24-004519
- Filed
- Mar 13, 2024
- Trade date
- Mar 11-12, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 8 non-derivative transactions and 4 derivative transactions. Open-market sales total $2.89M. It was filed 2 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 |
|---|---|
| Baldwin LowryCIK 0001787626 | Director, 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 11, 2024 | Class B Common Stock | JOtherDisposed | −2,117,388 | $0.00F1 | $0 | 13,374,090 | Indirect | |
| Mar 11, 2024 | Class B Common Stock | JOtherDisposed | −100,000 | $0.00F3 | $0 | 13,274,090 | Indirect | |
| Mar 11, 2024 | Class B Common Stock | JOtherAcquired | +100,000 | $0.00F3 | $0 | 100,000 | Indirect | |
| Mar 11, 2024 | Class B Common Stock | CConversionDisposed | −100,000 | $0.00 | $0 | 0 | Indirect | |
| Mar 11, 2024 | Class A Common Stock | CConversionAcquired | +100,000 | $0.00 | $0 | 100,000 | Indirect | |
| Mar 11, 2024 | Class A Common Stock | SSaleDisposed | −62,629 | $28.94F5 | −$1,812,483.26 | 37,371 | Indirect | |
| Mar 12, 2024 | Class A Common Stock | SSaleDisposed | −19,251 | $28.55F6 | −$549,616.05 | 18,120 | Indirect | |
| Mar 12, 2024 | Class A Common Stock | SSaleDisposed | −18,120 | $29.31F7 | −$531,097.2 | 0 | 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 11, 2024 | Class A Common Stock | JOtherDisposed | −2,117,388 | $0.00F1 | $0 | 13,374,090 | Indirect | |
| Mar 11, 2024 | Class A Common Stock | JOtherDisposed | −100,000 | $0.00F3 | $0 | 13,274,090 | Indirect | |
| Mar 11, 2024 | Class A Common Stock | JOtherAcquired | +100,000 | $0.00F1 | $0 | 100,000 | Indirect | |
| Mar 11, 2024 | Class A Common Stock | CConversionDisposed | −100,000 | $0.00 | $0 | 0 | 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
These securities were distributed to a member of Baldwin Insurance Group Holdings, LLC ("BIGH") in exchange for a corresponding reduction in such member's ownership of BIGH.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F3
In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person (who is the sole manager of the managing member of 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.
Referenced by the price of 2 transactions in Table I and 1 transaction in Table II.
- F5
The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $28.72 to $29.03. 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.
Referenced by the price of 1 transaction in Table I.
- F6
The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $28.29 to $28.86. 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.
Referenced by the price of 1 transaction in Table I.
- F7
The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $28.71 to $29.66. 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.
Referenced by the price of 1 transaction in Table I.
Remarks
Chairman and member of 10% owner group