Sec Form 3 Filing - Mark G. Morse Family Trust u/a/d 9/8/2005 @ BRP Group, Inc. - 2019-10-28

Insider filing report for Changes in Beneficial Ownership
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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
Mark G. Morse Family Trust u/a/d 9/8/2005
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) _____ Other (specify below)
(Last) (First) (Middle)
3619 KIESSEL RD
3. Date of Earliest Transaction (MM/DD/YY)
10/28/2019
(Street)
THE VILLAGES, FL32163
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 3,077,559 ( 1 ) ( 2 ) ( 5 ) I The Villages Invesco, LLC ( 3 )
Class B Common Stock 3,186,246 ( 1 ) ( 2 ) ( 5 ) I Insurance Agencies of The Villages, Inc. ( 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 ( 6 ) ( 6 ) Class A Common Stock 3,077,559 ( 1 ) ( 5 ) ( 6 ) I The Villages Invesco, LLC ( 3 )
LLC Units in Baldwin Risk Partners, LLC $ 0 ( 6 ) ( 6 ) Class A Common Stock 3,186,246 ( 1 ) ( 5 ) ( 6 ) I Insurance Agencies of The Villages, Inc. ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mark G. Morse Family Trust u/a/d 9/8/2005
3619 KIESSEL RD
THE VILLAGES, FL32163
X
Signatures
Mark G. Morse, as trustee 10/28/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities were acquired through conversion, immediately prior to the issuer's initial public offering, of historical interest held in Baldwin Rick Partners, LLC.
( 2 )This excludes securities owned by members of the Voting Group relating to a voting agreement between the reporting persons and members of the Voting Group, for which the reporting person disclaims beneficial ownership. The Voting Group refers to members of a separate voting agreement with (and with respect to the reported securities owned by) Baldwin Insurance Group Holdings, LLC, Millennial Specialty Holdco, LLC, Lowry Baldwin, Trevor Baldwin, Elizabeth Krystyn, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Laura R. Sherman GRAT 2019-1,Laura R. Sherman GRAT 2019-2,John A. Valentine, John A. Valentine 2019 Grantor Retained Annuity Trust , Daniel Galbraith, Bradford Hale, Joseph D. Finney, Christopher J. Stephens and James Morgan Roche for purposes of Section 13(d) of the Securities Exchange Act of 1934.
( 3 )The reported securities are held by The Villages Invesco, LLC, of which the reporting person owns one-third of the ownership interests.
( 4 )The reported securities are held by Insurance Agencies of The Villages, Inc., of which the reporting person owns one-third of the ownership interests.
( 5 )There is no contract, arrangement, understanding, relationship between the reporting person and the other equity owners of The Villages Invesco, LLC or Insurance Agencies of The Villages, Inc. relating to the voting or disposition of the reported securities, and the reporting person and Mark G. Morse, its trustee, disclaims ownership of the reported securities except to the extent of their own pecuniary interest therein.
( 6 )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.

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