Major Pattern Group (PTRN) shareholder sells 9.2M shares in public offering
Rhea-AI Filing Summary
Pattern Group Inc. insider group led by investment entities associated with KL Pattern Holdings LP reported an open-market style sale of 9,200,000 shares of Series A Common Stock at a price of $18.145 per share, tied to a registered public offering price net of underwriting discounts and commissions. After this transaction, the reporting entities collectively show 18,976,542 shares of Series A Common Stock still held indirectly. According to the footnotes, 17,375,341 shares are held by KL Pattern Holdings LP, 302,256 shares by KLC Fund I LP, and 1,298,945 shares by KL Pattern Co-Invest Partners LP. The fund structure is controlled through KLC Fund I GP LP, KL CIP GP LP, and KLC Fund I UGP LLC, with John Bailey potentially deemed to have voting and dispositive power over these holdings but disclaiming beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 9,200,000 shares
Net Sell
1 txn
Insider
KL Pattern Holdings LP, KLC Fund I GP LP, KLC Fund I UGP LLC, Bailey John P.
Role
10% Owner | 10% Owner | 10% Owner | Director, 10% Owner
Sold
9,200,000 shs ($166.93M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series A Common Stock | 9,200,000 | $18.145 | $166.93M |
Holdings After Transaction:
Series A Common Stock — 18,976,542 shares (Indirect, See footnote)
Footnotes (3)
- F1. The reported price represents the public offering price, less underwriting discounts and commissions, received by KL Pattern Holdings LP (the "KL Shareholder") in connection with a registered offering.
- F2. 17,375,341 of the reported securities are held directly by the KL Shareholder, 302,256 of the reported securities are held directly by KLC Fund I LP ("KLC Fund I") and, after giving effect to a distribution by the KL Shareholder in connection with the reported sale, 1,298,945 of the reported securities are held directly by KL Pattern Co-Invest Partners LP ("KL Pattern Co-Invest"). The management of the KL Shareholder and the management of KLC Fund I are controlled by KLC Fund I GP LP ("KLC Fund GP"). The management of KL Pattern Co-Invest is controlled by KL CIP GP LP ("KL CIP GP"). KLC Fund I UGP LLC ("KLC Fund UGP") is the general partner of KLC Fund GP and KL CIP GP. The management of KLC Fund UGP is controlled by its managing member, John Bailey. As such, Mr. Bailey may be deemed to have voting and dispositive power with respect to the shares held by the KL Shareholder,
- F3. (Continued from footnote 2) KLC Fund I and KL Pattern Co-Invest but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Key Figures
Shares sold: 9,200,000 shares
Sale price per share: $18.145 per share
Shares after transaction: 18,976,542 shares
+3 more
6 metrics
Shares sold
9,200,000 shares
Series A Common Stock sold on 2026-06-18
Sale price per share
$18.145 per share
Public offering price less underwriting discounts and commissions
Shares after transaction
18,976,542 shares
Series A Common Stock held indirectly after sale
KL Pattern Holdings LP stake
17,375,341 shares
Series A Common Stock held directly by KL Pattern Holdings LP
KLC Fund I LP stake
302,256 shares
Series A Common Stock held directly by KLC Fund I LP
KL Pattern Co-Invest stake
1,298,945 shares
Series A Common Stock held directly by KL Pattern Co-Invest Partners LP
Key Terms
public offering price, underwriting discounts and commissions, registered offering, voting and dispositive power, +2 more
6 terms
public offering price financial
"The reported price represents the public offering price, less underwriting discounts and commissions"
The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.
underwriting discounts and commissions financial
"public offering price, less underwriting discounts and commissions, received by KL Pattern Holdings LP"
Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.
registered offering regulatory
"received by KL Pattern Holdings LP in connection with a registered offering"
A registered offering is the public sale of a company’s stocks or bonds that has been filed with and approved by the securities regulator, accompanied by an official disclosure document (prospectus). It matters to investors because the required disclosures provide a clear, regulator‑approved “brochure” about the deal — helping buyers assess risk, potential dilution of existing shares, and how the company plans to use the proceeds, similar to reading a menu before ordering.
voting and dispositive power financial
"Mr. Bailey may be deemed to have voting and dispositive power with respect to the shares"
beneficial ownership regulatory
"Mr. Bailey may be deemed to have voting and dispositive power ... but disclaims beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"but disclaims beneficial ownership except to the extent of his pecuniary interest therein"
FAQ
What insider transaction did PTRN report in this Form 4 filing?
Pattern Group Inc. reported that entities associated with KL Pattern Holdings LP sold 9,200,000 Series A Common shares at $18.145 per share, linked to a registered public offering price net of underwriting discounts and commissions.
What role does John Bailey have in the Pattern Group (PTRN) holdings?
John Bailey controls the managing member of KLC Fund I UGP LLC, which in turn controls the general partners of the investment funds. He may be deemed to have voting and dispositive power but disclaims beneficial ownership beyond his pecuniary interest.
Was the PTRN insider sale part of a registered public offering?
Yes. The footnotes state that the reported price represents the public offering price, less underwriting discounts and commissions, received by KL Pattern Holdings LP in connection with a registered offering of Pattern Group shares.
Is the Pattern Group (PTRN) sale described as an open-market transaction?
The transaction is coded as an open-market or private sale of non-derivative Series A Common Stock, with the reported price tied to the public offering price in a registered offering, net of underwriting discounts and commissions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
