4//SEC Filing
GWG Holdings, Inc. 4
Accession 0001213900-23-056223
CIK 0001775734operating
Filed
Jul 10, 8:00 PM ET
Accepted
Jul 11, 4:36 PM ET
Size
14.5 KB
Accession
0001213900-23-056223
Insider Transaction Report
Form 4
BeneficientBENF
GWG Holdings, Inc.
10% Owner
Transactions
- Other
Class A Common Stock, $0.001 par value
2023-07-07$4.66/sh+119,975$559,000→ 119,975 total(indirect: By Subsidiary) - Other
Preferred C-1 Unit of Beneficient Company Holdings, L.P.
2023-07-07−43,920,786→ 0 totalExercise: $10.20→ Class A Common Stock, $0.001 par value (43,920,786 underlying) - Other
Class A Common Stock, $0.001 par value
2023-07-07$4.66/sh+43,920,786$204,640,118→ 102,530,679 total - Other
Preferred C-1 Unit of Beneficient Company Holdings, L.P.
2023-07-07−119,975→ 0 total(indirect: By Subsidiary)Exercise: $10.20→ Class A Common Stock, $0.001 par value (119,975 underlying)
Holdings
- 67,100,832(indirect: By Subsidiary)
Class A Common Stock, $0.001 par value
Footnotes (7)
- [F1]Pursuant to a reclassification exempt under Rule 16b-7, the Preferred C-1 Units beneficially owned by the reporting person automatically converted to the Class A Common Stock on July 7, 2023 based on a conversion price per share equal to the lower of (i) the volume-weighted average trading price of the issuer's Class A common stock for the 20 trading days following June 7, 2023 (the "VWAP Price"); and (ii) $10.20. The VWAP Price was $4.65932 resulting in the issuance of 44,040,761 shares of Class A Common Stock.
- [F2]Conversion price was $4.65932. Amount has been rounded as a result of electronic filing format.
- [F3]Securities are owned directly by GWG Life, LLC, which is a wholly owned subsidiary of GWG Holdings, Inc. As such, GWG Holdings, Inc. is an indirect beneficial owner of the reported securities. On June 7, 2023, the reporting person filed a Form 3 that inadvertently reported direct beneficial ownership of the reported securities described in this row.
- [F4]Securities are owned directly by GWG Life USA, LLC, which is a wholly owned subsidiary of GWG Holdings, Inc. As such, GWG Holdings, Inc. is an indirect beneficial owner of the reported securities.
- [F5]The capital account balance of the Preferred C-1 Units held by GWG Holdings, Inc. prior to conversion was $204,641,000.
- [F6]The Preferred C-1 Units beneficially owned by the reporting person provide for automatic conversion to the Class A Common Stock on the business day after the VWAP Period. The "VWAP Period" is the period commencing on the first trading day after June 7, 2023 and ending on the 20th trading day after June 7, 2023. The Preferred C-1 Units did not have an expiration date.
- [F7]The capital account balance of the Preferred C-1 Units held by GWG Life, LLC prior to conversion was $559,000.
Documents
Issuer
Beneficient
CIK 0001775734
Entity typeoperating
Related Parties
1- filerCIK 0001522690
Filing Metadata
- Form type
- 4
- Filed
- Jul 10, 8:00 PM ET
- Accepted
- Jul 11, 4:36 PM ET
- Size
- 14.5 KB