Sec Form 3 Filing - Baldwin Insurance Group Holdings, LLC @ BRP Group, Inc. - 2019-10-28

FORM 3 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 Baldwin Insurance Group Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol BRP Group, Inc. [ BRP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) C/O BRP GROUP, INC., 4010 W. BOY SCOUT BLVD. SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2019 (Street) TAMPA, FL33607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class B Common Stock 18,933,907 ( 1 ) ( 2 ) D Class B Common Stock 2,481,998 ( 1 ) ( 3 ) D Class B Common Stock 608,878 ( 1 ) ( 3 ) I By Trust Class B Common Stock 304,439 ( 1 ) ( 4 ) D Class B Common Stock 304,439 ( 1 ) ( 5 ) D Class B Common Stock 2,862,542 ( 1 ) ( 6 ) D Class B Common Stock 228,333 ( 1 ) ( 6 ) I By Trust Class B Common Stock 152,220 ( 1 ) ( 7 ) D Class B Common Stock 76,113 ( 1 ) ( 8 ) D Class B Common Stock 495,677 ( 1 ) ( 9 ) D Class B Common Stock 190,326 ( 1 ) ( 10 ) D Class B Common Stock 337,852 ( 1 ) ( 11 ) D

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 LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 18,933,907 ( 1 ) ( 2 ) ( 12 ) D LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 2,481,998 ( 1 ) ( 3 ) ( 12 ) D LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 608,878 ( 1 ) ( 3 ) ( 12 ) I By Trust LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 304,439 ( 1 ) ( 4 ) ( 12 ) D LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 304,439 ( 1 ) ( 5 ) ( 12 ) D LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 2,862,542 ( 1 ) ( 6 ) ( 12 ) D LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 228,333 ( 1 ) ( 6 ) ( 12 ) I By Trust LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 152,220 ( 1 ) ( 7 ) ( 12 ) D LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 76,113 ( 1 ) ( 8 ) ( 12 ) D LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 495,677 ( 1 ) ( 9 ) ( 12 ) D LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 190,326 ( 1 ) ( 10 ) ( 12 ) D LLC Units in Baldwin Risk Partners, LLC $ 0 ( 12 ) ( 12 ) Class A Common Stock 337,852 ( 1 ) ( 11 ) ( 12 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Baldwin Insurance Group Holdings, LLC C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD. SUITE 200 TAMPA, FL33607 X Member of 10% owner group Krystyn Elizabeth C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD. SUITE 200 TAMPA, FL33607 X Member of 10% owner group Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD. SUITE 200 TAMPA, FL33607 Member of 10% owner group Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD. SUITE 200 TAMPA, FL33607 Member of 10% owner group Sherman Laura C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD. SUITE 200 TAMPA, FL33607 X Member of 10% owner group Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD. SUITE 200 TAMPA, FL33607 Member of 10% owner group Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD. SUITE 200 TAMPA, FL33607 Member of 10% owner group Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD. SUITE 200 TAMPA, FL33607 Member of 10% owner group John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD. SUITE 200 TAMPA, FL33607 Member of 10% owner group Finney Joseph D. C/O BRP GROUP, INC. 4010 W BOY SCOUT BLVD SUITE 200 TAMPA, FL33607 Member of 10% owner group Signatures /s/ Christopher J. Stephens, as Attorney-in Fact, for Baldwin Insurance Group Holdings, LLC 10/28/2019 Signature of Reporting Person Date /s/ Christopher J. Stephens, as Attorney-in Fact, for Elizabeth Krystyn 10/28/2019 Signature of Reporting Person Date /s/ Christopher J. Stephens, as Attorney-in Fact, for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 10/28/2019 Signature of Reporting Person Date /s/ Christopher J. Stephens, as Attorney-in Fact, for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 10/28/2019 Signature of Reporting Person Date /s/ Christopher J. Stephens, as Attorney-in Fact, for Laura Sherman 10/28/2019 Signature of Reporting Person Date /s/ Christopher J. Stephens, as Attorney-in Fact, for Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 10/28/2019 Signature of Reporting Person Date /s/ Christopher J. Stephens, as Attorney-in Fact, for Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 10/28/2019 Signature of Reporting Person Date /s/ Christopher J. Stephens, as Attorney-in Fact, for Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 10/28/2019 Signature of Reporting Person Date /s/ Christopher J. Stephens, as Attorney-in Fact, for John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 10/28/2019 Signature of Reporting Person Date /s/ Christopher J. Stephens, as Attorney-in Fact, for Joseph D. Finney 10/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This excludes securities owned by the Villages Invesco, LLC (the "Villages") relating to a voting agreement between the Villages and members of the "group" referenced in footnote 2, for which the reporting persons disclaim beneficial ownership. ( 2 )These securities are owned by Baldwin Insurance Group Holdings, LLC ("BIGH"), which is a member of a "group" pursuant to a voting agreement with (and with respect to the securities owned by) those individuals listed in the "Remarks" section (the "Voting Group"). These securities were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by BIGH in Baldwin Risk Partners, LLC ("Baldwin Risk Partners"). ( 3 )These securities are owned by Elizabeth Krystyn and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Elizabeth Krystyn in Baldwin Risk Partners. ( 4 )These securities are owned by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 in Baldwin Risk Partners. ( 5 )These securities are owned by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 in Baldwin Risk Partners. ( 6 )These securities are owned by Laura Sherman and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Laura Sherman in Baldwin Risk Partners. ( 7 )These securities are owned by Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 in Baldwin Risk Partners. ( 8 )These securities are owned by Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 in Baldwin Risk Partners. ( 9 )These securities are owned by Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 in Baldwin Risk Partners. ( 10 )These securities are owned by John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 in Baldwin Risk Partners. ( 11 )These securities are owned by Joseph D. Finney and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Joseph D. Finney in Baldwin Risk Partners. ( 12 )Each LLC Unit, together with a share of Class B common stock, may be converted by the holder into one share of Class A common stock at any time. The LLC Units do not expire.

Remarks: The Voting Group consists of BIGH, Lowry Baldwin, Trevor Baldwin, Elizabeth Krystyn, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019, Laura Sherman, Laura R. Sherman GRAT 2019-1 Dated September 30, 2019, Laura R. Sherman GRAT 2019-2 Dated September 30, 2019, Kristopher Aaron Wiebeck, Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019, John A Valentine, John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019, Daniel Galbraith, Bradford Hale, Joseph D. Finney, Christopher J. Stephens, Millennial Specialty Holdco, LLC and James Morgan Roche for purposes of Section 13(d) of the Securities Exchange Act of 1934. As the Voting Group contains more than ten insiders, see the Form 3 for Millennial Specialty Holdco, LLC filed October 28, 2019 for the securities owned by additional members of the Voting Group.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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