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Perella Weinberg (PWP) Form 4: Distribution of 1,498,883 Class B-1 Shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Perella Weinberg Partners reporting person PWP VoteCo Professionals LP distributed 1,498,883 Class B-1 common shares on 09/02/2025. The Form 4 shows the distribution was reported as a non-derivative transaction and lists 23,458,506 Class A common shares beneficially owned following the transaction. The filing explains that holders of PWP OpCo common units may exchange those units for Class A shares or cash, and that when such exchanges occur the corresponding Class B-1 shares are surrendered and converted at a rate of 0.001 Class A share per Class B-1 share. The report is signed by an authorized person on 09/03/2025.

Positive

  • Form 4 discloses a distribution of 1,498,883 Class B-1 Shares
  • Filing states beneficial ownership of 23,458,506 Class A shares after the reported transaction
  • Filing clearly explains conversion mechanics: Class B-1 Shares convert at 0.001 Class A Share per Class B-1 Share
  • Report signed by an authorized person, indicating formal compliance with Section 16 disclosure requirements

Negative

  • None.

Insights

TL;DR: Routine insider disclosure of a distribution and conversion mechanism; filed timely and provides conversion details.

The Form 4 documents a distribution of 1,498,883 Class B-1 shares by PWP VoteCo Professionals LP and reports resulting beneficial ownership of 23,458,506 Class A shares. The filing clarifies the contractual conversion mechanics between PWP OpCo units, Class B-1 shares, and Class A shares, including the 0.001 conversion rate. From a compliance perspective the Form 4 appears to report the non-derivative distribution and explain the nature of indirect ownership, meeting disclosure expectations under Section 16.

TL;DR: Disclosure informs holders about share exchange mechanics but contains no earnings or market-moving operational detail.

The filing provides transparency on the mechanics that link PWP OpCo units and the issuer’s multi-class capital structure, specifying conversion and distribution procedures. It does not disclose any sale, purchase price effect, or changes to management or business operations. For investors, the information clarifies potential share flows tied to unit exchanges but does not, by itself, change the company’s financial metrics disclosed elsewhere in public filings.

Insider PWP VoteCo Professionals LP
Role Director
Type Security Shares Price Value
Other Class B-1 Common Stock 1,498,883 $0.02 $30K
Holdings After Transaction: Class B-1 Common Stock — 23,458,506 shares (Direct)
Footnotes (1)
  1. PWP Holdings LP ("PWP OpCo") Common Units (which represent Class A partnership units of PWP OpCo) ("PWP OpCo Units") held by partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP OpCo unitholder ("Unitholder"), such Unitholder will be required to surrender to the Issuer a number of Issuer Class B-1 common stock ("Class B-1 Shares") equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share. The Reporting Person will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange. Reflects a distribution of Class B-1 Shares by the Reporting Person to one or more of its limited partners.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PWP VoteCo Professionals LP
(Last) (First) (Middle)
767 5TH AVENUE
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Perella Weinberg Partners [ PWP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B-1 Common Stock (1) 09/02/2025 J(2) 1,498,883 (1) (1) Class A Common Stock 1,498.883 $0.02 23,458,506 D
Explanation of Responses:
1. PWP Holdings LP ("PWP OpCo") Common Units (which represent Class A partnership units of PWP OpCo) ("PWP OpCo Units") held by partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP OpCo unitholder ("Unitholder"), such Unitholder will be required to surrender to the Issuer a number of Issuer Class B-1 common stock ("Class B-1 Shares") equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share. The Reporting Person will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange.
2. Reflects a distribution of Class B-1 Shares by the Reporting Person to one or more of its limited partners.
Remarks:
Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed a director by deputization with respect to the Issuer by virtue of the Reporting Person's right to designate a majority of the Issuer's board of directors, subject to certain conditions, pursuant to the Stockholder's Agreement, dated June 24, 2021, by and between the Issuer and the Reporting Person.
/s/ Mark Polemeni, as Authorized Person 09/03/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did PWP VoteCo Professionals LP report on Form 4 for PWP?

The filing reports a distribution of 1,498,883 Class B-1 Shares on 09/02/2025 and shows 23,458,506 Class A shares beneficially owned following the transaction.

How do Class B-1 Shares convert to Class A shares according to the filing?

The filing states Class B-1 Shares convert at a rate of 0.001 Class A Share per one Class B-1 Share, or the Issuer may elect to pay an equivalent amount in cash.

Was the transaction a sale, purchase, or distribution?

The Form 4 describes the activity as a distribution of Class B-1 Shares by the reporting person to its limited partners.

When was the Form 4 signed and by whom?

The Form 4 was signed by Mark Polemeni, as Authorized Person on 09/03/2025.

Does the filing indicate any change in control or board composition?

The filing notes the Reporting Person may be deemed a director by deputization due to rights under the Stockholder's Agreement, but it does not disclose any actual change in board composition.