Sec Form 3 Filing - LEGENCE PARENT LLC @ Legence Corp. - 2025-09-11

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
LEGENCE PARENT LLC
2. Issuer Name and Ticker or Trading Symbol
Legence Corp. [ LGN]
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)
C/O BLACKSTONE INC., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/11/2025
(Street)
NEW YORK, NY10154
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 A Common Stock 178,571 I See Footnotes ( 1 ) ( 3 ) ( 5 ) ( 6 ) ( 7 )
Class A Common Stock 28,844,369 I See Footnotes ( 2 ) ( 3 ) ( 5 ) ( 6 ) ( 7 )
Class B Common Stock 46,680,762 I See Footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
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 Units of Legence Holdings LLC ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 46,680,762 I See Footnotes ( 1 ) ( 3 ) ( 5 ) ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEGENCE PARENT LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Legence Parent II LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BX Refficiency Aggregator LP
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Refficiency Aggregator II LP
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BCP 8/BEP 3 Holdings Manager L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Energy Management Associates III L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Management Associates VIII L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone EMA III L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BMA VIII L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
LEGENCE PARENT LLC, By: /s/ Bryce Seki, Name: Bryce Seki, Title: General Counsel and Secretary 09/11/2025
Signature of Reporting Person Date
LEGENCE PARENT II LLC, By: /s/ Bryce Seki, Name: Bryce Seki, Title: General Counsel and Secretary 09/11/2025
Signature of Reporting Person Date
BX REFFICIENCY AGGREGATOR LP, By: BCP 8/BEP 3 Holdings Manager L.L.C., its general partner, By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 09/11/2025
Signature of Reporting Person Date
REFFICIENCY AGGREGATOR II LP, By: BCP 8/BEP 3 Holdings Manager L.L.C., its general partner, By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 09/11/2025
Signature of Reporting Person Date
BCP 8/BEP 3 HOLDINGS MANAGER L.L.C., By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 09/11/2025
Signature of Reporting Person Date
BLACKSTONE ENERGY MANAGEMENT ASSOCIATES III L.P., By: Blackstone EMA III L.L.C., its general partner, By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 09/11/2025
Signature of Reporting Person Date
BLACKSTONE MANAGEMENT ASSOCIATES VIII L.P., By: Blackstone EMA III L.L.C., its general partner, By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 09/11/2025
Signature of Reporting Person Date
BLACKSTONE EMA III L.L.C., By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 09/11/2025
Signature of Reporting Person Date
BMA VIII L.L.C., By: /s/ Christopher Striano, Name: Christopher Striano, Title: Senior Managing Director and Chief Operating Officer of Global Finance 09/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are directly held by Legence Parent LLC ("Legence Parent"). Legence Parent is controlled by BX Refficiency Aggregator LP ("BX Refficiency"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of BX Refficiency.
( 2 )The reported securities are directly held by Legence Parent II LLC ("Legence Parent II"). Legence Parent II is controlled by Refficiency Aggregator II LP ("Refficiency II"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of Refficiency II.
( 3 )Blackstone Energy Management Associates III L.P. and Blackstone Management Associates VIII L.P. are the managing members of BCP 8/BEP 3 Holdings Manager L.L.C. Blackstone EMA III L.L.C. is the general partner of Blackstone Energy Management Associates III L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Blackstone Holdings II L.P. is the managing member of Blackstone EMA III L.L.C. and BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
( 4 )Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Legence Holdings LLC ("Holdings") and that certain Exchange Agreement, dated as of September 11, 2025, by and among Legence Corp. (the "Issuer"), Holdings and Legence Parent, Legence Parent may exchange the Class B Units of Holdings held by it (along with surrendering a corresponding number of shares of the Issuer's Class B common stock, par value $0.01 per share) for shares of the Issuer's Class A common stock, par value $0.01 per share, on a one-for-one basis. The LGN Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer.
( 5 ) Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
( 6 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
( 7 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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