Sec Form 4 Filing - PWP Professional Partners LP @ Perella Weinberg Partners - 2023-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PWP Professional Partners LP
2. Issuer Name and Ticker or Trading Symbol
Perella Weinberg Partners [ PWP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
767 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2023
(Street)
NEW YORK, NY10153
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B-1 Common Stock ( 1 ) 12/31/2023 J( 2 )( 3 ) 40,467,075 ( 1 ) ( 1 ) Class A Common Stock 40,467.075 $ 0 0 D
PWP Holdings LP Common Units ( 4 ) 12/31/2023 J( 2 )( 3 ) 40,467,075 ( 4 ) ( 4 ) Class A Common Stock 40,467,075 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PWP Professional Partners LP
767 FIFTH AVENUE
NEW YORK, NY10153
X
Signatures
/s/ Mark Polemeni, as Authorized Person 01/02/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )PWP Holdings LP ("PWP OpCo") Common Units (which represent Class A partnership units of PWP OpCo) ("PWP OpCo Units") held by the Reporting Person and partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP OpCo unitholder ("Unitholder"), such Unitholder will be required to surrender to the Issuer a number of Issuer Class B-1 common stock ("Class B-1 Shares") equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share. VoteCo Professionals will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange.
( 2 )The Reporting Person is an aggregator partnership through which certain partners hold interests in PWP OpCo, the entity through which the Issuer holds its advisory business. On December 31, 2023 (the "Effective Date"), as part of an internal reorganization and in accordance with Section 17-220 of the Delaware Revised Uniform Limited Partnership Act (the "Act"), the Reporting Person was divided into: (i) PWP VoteCo Professionals LP ("VoteCo Professionals"), (ii) PWP AdCo Professionals LP ("AdCo Professionals") and (iii) the Reporting Person, which is the "surviving partnership" under the Act (the "Division").
( 3 )The Reporting Person changed its name to PWP AmCo Professionals LP ("AmCo Professionals") in connection with the Division. In the Division, (i) 40,467,075 Class B-1 Shares previously held by the Reporting Person were allocated to VoteCo Professionals, a Delaware limited partnership, and (ii) 40,467,075 PWP OpCo Units (as defined below) previously held by the Reporting Person were allocated to AdCo Professionals. This Division did not involve any purchase or sale of Issuer securities.
( 4 )Subject to certain lock-up periods, PWP OpCo Units may be exchanged on certain dates for Class A Shares on a one-for-one basis or, at the option of the Issuer, for an equivalent amount of cash. At such time, the applicable Unitholder will be required to surrender an equivalent number of Class B-1 Shares as described in Note (1). PWP OpCo Units do not expire.

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