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Filing Details

Accession Number:: 0001628280-24-032372
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-07-19 21:03:34
Reporting Period:: 2024-07-17

Accepted Time:: 2024-07-19 21:03:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
2007596	Twfg Inc.	TWFG	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1611672	Michael Doak	C/O Twfg, Inc. 1201 Lake Woodlands Drive, Suite 4020 The Woodlands TX 77380		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-07-17	3,529	$0.00	3,529	No	4	A	Direct
Class A Common Stock	Acquisiton	2024-07-19	588,235	$17.00	591,764	No	4	P	Indirect	By LLC
Class B Common Stock	Acquisiton	2024-07-19	1,820,234	$0.00	1,820,234	No	4	J	Indirect	By LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	P	Indirect	By LLC
No	4	J	Indirect	By LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B LLC Units in TWFG Holding Company, LLC	Disposition	2024-07-19	1,820,234	$0.00	1,820,234	$0.00
Class A Common Stock	Class B LLC Units in TWFG Holding Company, LLC	Acquisiton	2024-07-19	1,820,234	$0.00	1,820,234	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	J	Indirect
1,820,234			No	4	J	Indirect

Footnotes

Represents shares purchased from the underwriters in the Issuer's initial public offering by Griffin Highline Capital, LLC.
Griffin Highline Capital, LLC is the managing member of GHC Woodlands Holdings, Inc. ("GHC"). Mr. Michael Doak is the Chief Executive Officer, Co-Chairman and Manager of Griffin Highline Capital, LLC and has sole voting and dispositive power over the shares held by GHC and Griffin Highline Capital, LLC. Mr. Doak disclaims beneficial ownership of any units or shares owned by GHC or Griffin Highline Capital, LLC, except to the extent of his pecuniary interest therein.
( 1/2) Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439) (the "Form S-1")) as part of the Issuer's initial public offering ("IPO"), and immediately prior to the closing of the IPO, (i) the Class B LLC Units of TWFG Holding Company LLC ("TWFG Holding") held by GHC were reclassified as LLC Units of TWFG Holding, and (ii) GHC now holds 1,820,234 LLC Units of TWFG Holdings and a corresponding number of non-economic voting shares of Class B Common Stock of the Issuer. As further described in the Form S-1, from and after the closing of the IPO, GHC will have the right, subject to the terms of the LLC Agreement of TWFG Holding, to require TWFG Holding to redeem all or a portion of its LLC Units for, at the Issuer's election, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the VWAP of one share of Class A Common Stock for each LLC Unit redeemed and, upon
(2/2) such exchange, an equivalent number of shares of Class B Common Stock of the Issuer held by GHC will be canceled.