Funds tied to Flowco (FLOC) director sell 7.8M Class A shares
Rhea-AI Filing Summary
Flowco Holdings Inc. director and 10% owner Jonathan B. Fairbanks reported transactions by investment entities he manages or controls. Funds including GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC exercised LLC interests exchangeable into Class A common stock and then sold a combined 7,800,000 shares of Class A common stock in open-market or private transactions at $21.175 per share.
After these sales, related GEC funds continue to hold Class A shares, such as 366,103 shares at GEC Partners III GI LP and 323,965 shares at GEC Partners III-B GI LP, while Mr. Fairbanks also reports 15,625 shares held directly and additional small indirect holdings through children. Footnotes state that Mr. Fairbanks and the GEC entities disclaim beneficial ownership beyond their pecuniary interests.
Positive
- None.
Negative
- None.
Insights
GEC-managed funds exercised LLC interests then sold 7.8M Flowco shares.
Investment entities associated with Jonathan B. Fairbanks converted LLC interests (Paired Interests in Flowco MergeCo) into Class A common stock, then sold the resulting 7,800,000 shares at $21.175 per share in open-market or private transactions. The filing characterizes these as exercise or conversion followed by sales.
The transactions represent a net-sell pattern for the GEC funds, while other GEC vehicles still report hundreds of thousands of shares and Mr. Fairbanks retains 15,625 shares directly plus small indirect holdings via children. Footnotes emphasize that Fairbanks and several GEC entities disclaim beneficial ownership except to the extent of their pecuniary interests, so the economic exposure is spread across multiple funds.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | LLC Interests | 1,682,406 | $0.00 | -- |
| Exercise | LLC Interests | 1,907,855 | $0.00 | -- |
| Exercise | LLC Interests | 4,031,250 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,682,406 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,907,855 | $0.00 | -- |
| Exercise | Class A Common Stock | 4,031,250 | $0.00 | -- |
| Sale | Class A Common Stock | 1,682,406 | $21.175 | $35.62M |
| Sale | Class A Common Stock | 1,907,855 | $21.175 | $40.40M |
| Sale | Class A Common Stock | 4,031,250 | $21.175 | $85.36M |
| Sale | Class A Common Stock | 94,694 | $21.175 | $2.01M |
| Sale | Class A Common Stock | 83,795 | $21.175 | $1.77M |
| 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 | -- | -- | -- |
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. Each of GEC Advisors LLC, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., GEC Capital Group III LP, GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC will be added as Reporting Persons once their EDGAR accounts are reactivated. 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.
