Sec Form 4 Filing - Baldwin Lowry @ BRP Group, Inc. - 2024-03-11

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
Baldwin Lowry
2. Issuer Name and Ticker or Trading Symbol
BRP Group, Inc. [ BRP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O BRP GROUP, INC., 4211 W. BOY SCOUT BLVD., SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2024
(Street)
TAMPA, FL33607
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
Class B Common Stock 03/11/2024 J( 1 ) 2,117,388 D $ 0 ( 1 ) 13,374,090 ( 2 ) I By Baldwin Insurance Group Holdings, LLC
Class B Common Stock 03/11/2024 J( 3 ) V 100,000 D $ 0 ( 3 ) 13,274,090 ( 2 ) I By Baldwin Insurance Group Holdings, LLC
Class B Common Stock 03/11/2024 J( 3 ) V 100,000 A $ 0 ( 3 ) 100,000 I By Trust ( 4 )
Class B Common Stock 03/11/2024 C 100,000 D $ 0 0 I By Trust ( 4 )
Class A Common Stock 03/11/2024 C 100,000 A $ 0 100,000 I By Trust ( 4 )
Class A Common Stock 03/11/2024 S 62,629 D $ 28.94 ( 5 ) 37,371 I By Trust ( 4 )
Class A Common Stock 03/12/2024 S 19,251 D $ 28.55 ( 6 ) 18,120 I By Trust ( 4 )
Class A Common Stock 03/12/2024 S 18,120 D $ 29.31 ( 7 ) 0 I By Trust ( 4 )
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 03/11/2024 J( 1 ) 2,117,388 ( 8 ) ( 8 ) Class A Common Stock 2,117,388 $ 0 ( 1 ) 13,374,090 ( 2 ) I By Baldwin Insurance Group Holdings, LLC
LLC Units in Baldwin Risk Partners, LLC $ 0 03/11/2024 J( 3 ) V 100,000 ( 8 ) ( 8 ) Class A Common Stock 100,000 $ 0 ( 3 ) 13,274,090 ( 2 ) I By Baldwin Insurance Group Holdings, LLC
LLC Units in Baldwin Risk Partners, LLC $ 0 03/11/2024 J( 3 ) V 100,000 ( 8 ) ( 8 ) Class A Common Stock 100,000 $ 0 ( 1 ) 100,000 ( 2 ) I By Trust ( 4 )
LLC Units in Baldwin Risk Partners, LLC $ 0 03/11/2024 C 100,000 ( 8 ) ( 8 ) Class A Common Stock 100,000 $ 0 0 I By Trust ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baldwin Lowry
C/O BRP GROUP, INC.
4211 W. BOY SCOUT BLVD., SUITE 800
TAMPA, FL33607
X X See Remarks
Signatures
/s/ Seth Cohen, as Attorney-in-Fact, for Lowry Baldwin 03/13/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein.
( 3 )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 w ere 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.
( 4 )The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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

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