Flowco Holdings (FLOC) affiliated funds exercise units, then sell 1.17M Class A shares
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
Flowco Holdings Inc. insider entities completed an exercise-and-sell sequence in Class A Common Stock tied to LLC interests. Investment funds affiliated with director and 10% owner Jonathan B. Fairbanks exchanged 1,143,226 Common Units of Flowco MergeCo LLC into the same number of Flowco Class A shares at a conversion price of $0.00 per share.
On the same date, those entities sold 1,170,000 shares of Class A Common Stock in open-market or private transactions at $21.175 per share, resulting in a net share reduction. Certain affiliated limited partnerships, including GEC Partners III GI LP and GEC Partners III-B GI LP, continued to hold 351,898 and 311,396 Class A shares, respectively, after the reported sales, and Mr. Fairbanks also reports 15,625 shares held directly plus additional shares held indirectly through children.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,170,000 shares ($24,774,750)
Net Sell
16 txns
Insider
Fairbanks Jonathan B., GEC Advisors LLC, GEC Group B Ltd, GEC Capital Group III-B LP, GEC Estis Co-Invest II LLC, GEC Group Ltd, GEC Capital Group III LP, GEC Partners III LP, GEC Partners III B LP
Role
Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold
1,170,000 shs ($24.77M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | LLC Interests | 252,361 | $0.00 | -- |
| Exercise | LLC Interests | 286,179 | $0.00 | -- |
| Exercise | LLC Interests | 604,686 | $0.00 | -- |
| Exercise | Class A Common Stock | 252,361 | $0.00 | -- |
| Exercise | Class A Common Stock | 286,179 | $0.00 | -- |
| Exercise | Class A Common Stock | 604,686 | $0.00 | -- |
| Sale | Class A Common Stock | 252,361 | $21.175 | $5.34M |
| Sale | Class A Common Stock | 286,179 | $21.175 | $6.06M |
| Sale | Class A Common Stock | 604,686 | $21.175 | $12.80M |
| Sale | Class A Common Stock | 14,205 | $21.175 | $301K |
| Sale | Class A Common Stock | 12,569 | $21.175 | $266K |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
Holdings After Transaction:
LLC Interests — 6,252,037 shares (Indirect, By GEC Partners III-B LP);
Class A Common Stock — 252,361 shares (Indirect, By GEC Partners III-B LP);
Class A common stock — 15,625 shares (Direct);
Class A common stock — 500 shares (Indirect, By Child)
Footnotes (1)
- Represents Common Units (the "Common Units") of Flowco MergeCo LLC ("Flowco MergeCo"). Each Common Unit is paired with one share of Class B common stock of the Issuer ("Class B Common Stock", and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo, dated as of January 17, 2025 (the "Restated LLC Agreement"), each Paired Interest is exchangeable into one share of Class A Common Stock ("Class A Common Stock") of the Issuer (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. [continues in footnote 2] [continued from footnote 1] Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders, generally will be cancelled. GEC Capital Group III LP is the general partner of each of GEC Partners III LP and GEC Partners III-GI LP, and GEC Group Ltd. is the general partner of GEC Capital Group III LP. GEC Capital Group III-B LP is the managing member or general partner of each of GEC Estis Co-Invest II LLC and GEC Partners III-B LP, and GEC Group B Ltd. is the general partner of GEC Capital Group III-B LP. Mr. Fairbanks is the manager and controlling member of GEC, GEC Group Ltd. and GEC Group B. Ltd, as well as GEC Advisors LLC, a registered investment advisor to the funds that beneficially own such shares, with discretionary authority over each such fund's accounts. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Capital Group III LP and GEC Group B Ltd. disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. These securities are held directly by GEC Partners III-B LP. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. These securities are held directly by GEC Partners III LP. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group Ltd. and GEC Capital Group III LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. These securities are held directly by GEC Estis Co-Invest II LLC. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
Key Figures
Shares sold: 1,170,000 shares
Sale price: $21.175/share
Units exercised: 1,143,226 units
+4 more
7 metrics
Shares sold
1,170,000 shares
Class A Common Stock sold at $21.175 per share
Sale price
$21.175/share
Open-market or private sales of Class A Common Stock
Units exercised
1,143,226 units
Flowco MergeCo LLC Common Units exchanged into Class A shares at $0.00
GEC Partners III GI LP holdings
351,898 shares
Class A Common Stock after reported sales
GEC Partners III-B GI LP holdings
311,396 shares
Class A Common Stock after reported sales
Direct Fairbanks holding
15,625 shares
Class A common stock held directly following transactions
Child indirect holdings
4 × 500 shares
Four indirect Class A positions of 500 shares each by children
Key Terms
Common Units, Paired Interest, Class B common stock, pecuniary interest, +1 more
5 terms
Common Units financial
"Represents Common Units (the "Common Units") of Flowco MergeCo LLC"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Paired Interest financial
"the paired Common Unit, the "Paired Interest""
Class B common stock financial
"Each Common Unit is paired with one share of Class B common stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein"
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
FAQ
What did Flowco Holdings (FLOC) insiders report in this Form 4/A?
Affiliated investment entities reported exchanging 1,143,226 Flowco MergeCo LLC Common Units into Class A Common Stock, then selling 1,170,000 Class A shares at $21.175. The filing reflects a combined exercise-and-sale pattern across several related funds.
What derivative exercises are reported for Flowco Holdings (FLOC) in this filing?
The filing shows three derivative exercises coded "M", where 1,143,226 Common Units of Flowco MergeCo LLC, each paired with Class B common stock, were exchanged into an equal number of Flowco Class A Common shares at a $0.00 exercise price before subsequent sales.
What do the Form 4/A footnotes say about Jonathan Fairbanks’ ownership in Flowco (FLOC)?
The footnotes explain that entities associated with Jonathan Fairbanks hold the securities and that he, GEC Advisors LLC and certain general partners disclaim beneficial ownership, except to the extent of any pecuniary interest they may have in the funds’ Flowco positions.