Sec Form 4 Filing - IHC Holdings, Inc./NV @ BRP Group, Inc. - 2020-11-30

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
IHC Holdings, Inc./NV
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)
5151 SAN FELIPE SUITE 2400
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2020
(Street)
HOUSTON, TX77056
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 11/30/2020 J( 1 ) 3,857,622 A $ 0 3,857,622 ( 2 ) D ( 3 )
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 11/30/2020 J( 6 ) 3,857,622 11/30/2020( 4 ) 11/30/2050( 5 ) Class A Common Stock 3,857,622 $ 0 ( 7 ) 3,857,622 ( 7 ) D ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
IHC Holdings, Inc./NV
5151 SAN FELIPE SUITE 2400
HOUSTON, TX77056
X
Kapiloff Brian J.
5151 SAN FELIPE, SUITE 2400
HOUSTON, TX77056
Majority owner of IHC Holdings
Signatures
/s/IHC Holdings, Inc. 12/02/2020
Signature of Reporting Person Date
/s/Brian Kapiloff 12/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received by IHC Holdings, Inc./NV (in addition to cash) in exchange for membership interests of Insgroup, LLC, a privately-held company, in connection with the acquisition of such company by the Issuer. The closing sale price of Class A shares on the date of such acquisition was $29.45 per share.
( 2 )Received by IHC Holdings, Inc./NV (in addition to cash) in exchange for membership interests of Insgroup, LLC, a privately-held company, in connection with the acquisition by such company by the Issuer. The closing sale price of Class A shares on the date of such acquisition was $29.45 per share.
( 3 )Mr. Kapiloff is a director and owns a majority of IHC Holdings, Inc./NV. He disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein.
( 4 )Each LLC Unit, together with one 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.
( 5 )Each LLC Unit, together with one 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.
( 6 )Received by IHC Holdings, Inc./NV (in addition to cash) in exchange for membership interests of Insgroup, LLC, a privately-held company, in connection with the acquisition of such company by the Issuer. The closing sale price of Class A shares on the date of such acquisition was $29.45 per share.
( 7 )Received by IHC Holdings, Inc./NV (in addition to cash) in exchange for membership interests of Insgroup, LLC, a privately-held company, in connection with the acquisition of such company by the Issuer. The closing sale price of Class A shares on the date of such acquisition was $29.45 per share.
( 8 )Mr. Kapiloff is a director and owns a majority of IHC Holdings, Inc./NV. He disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein.

Remarks:
Additional Reporting Person: Brian Kapiloff

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