Statement of Changes in Beneficial Ownership (4)
29 Juni 2021 - 11:38PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
COHEN BETSY Z |
2. Issuer Name and Ticker or Trading Symbol
Perella Weinberg Partners
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PWP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2929 ARCH STREET, SUITE 1703 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/24/2021 |
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(Street)
PHILADELPHIA, PA 19104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 6/24/2021 | | M(4) | | 914736 | A | $0.00 | 914736 | I | By Cohen Sponsor Interests IV, LLC (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Common Stock | (2)(3) | 6/24/2021 | | D | | | 155082 | (2)(3) | (2)(3) | Class A Common Stock | 155082 | $0.00 | 1037585 | I | By Cohen Sponsor Interests IV, LLC (1) |
| Class B Common Stock | (5) | 6/24/2021 | | S (5) | | | 122849 | (5) | (5) | Class A Common Stock | 122849 | $0.01 | 914736 | I | By Cohen Sponsor Interests IV, LLC (1) |
| Class B Common Stock | (4) | 6/24/2021 | | M | | | 914736 | (4) | (4) | Class A Common Stock | 914736 | (4) | 0 | I | By Cohen Sponsor Interests IV, LLC (1) |
| Explanation of Responses: |
| (1) | Represents shares held directly by FinTech Investor Holdings IV, LLC ("Holdings") and FinTech Masala Advisors IV, LLC ("Masala"), each of which is managed by Cohen Sponsor Interests IV, LLC ("Manager"). The reporting person indirectly owns one-third of Manager. The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. |
| (2) | On June 24, 2021 (the "Closing Date"), Perella Weinberg Partners (f/k/a FinTech Acquisition Corp. IV) (the "Issuer") completed the business combination (the "Business Combination") contemplated by that certain Business Combination Agreement, dated as of December 29, 2020, by and among the Issuer, Holdings, Masala, PWP Holdings LP ("PWP OpCo"), PWP GP LLC, PWP Professional Partners LP, and Perella Weinberg Partners LLC. In connection with the Business Combination, on the Closing Date, upon consummation of the Business Combination, each of the Issuer's outstanding shares of Class B Common Stock automatically converted into one share of Class A Common Stock. |
| (3) | (Continued from Footnote 2) However, pursuant to that certain Sponsor Share Surrender And Share Restriction Agreement, dated as of December 29, 2020, by and among the Issuer, Holdings, Masala, and PWP OpCo, as amended, concurrent with the consummation of the Business Combination, these shares of Class B Common Stock were forfeited to the Issuer immediately prior to the Business Combination.. |
| (4) | In connection with the Business Combination, on the Closing Date, each of the Issuer's outstanding shares of Class B Common Stock automatically converted into one share of Class A Common Stock. |
| (5) | Represents shares transferred to other members of Holdings and Masala pursuant to certain side letters by and among certain members of Holdings and Masala. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
COHEN BETSY Z
2929 ARCH STREET, SUITE 1703
PHILADELPHIA, PA 19104 | X |
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Signatures
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| /s/ Amanda Abrams, Attorney-in-Fact | | 6/29/2021 |
| **Signature of Reporting Person | Date |
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