Perella Weinberg Partners Files 8-K on Equity Sales

TL;DR

PWP filed an 8-K for unregistered equity sales. Keep an eye on potential share adjustments.

AI Summary

Perella Weinberg Partners filed an 8-K on September 10, 2024, reporting on unregistered sales of equity securities as of September 6, 2024. The filing details transactions related to the company's operations, with its principal executive offices located at 767 Fifth Avenue, New York, NY 10153.

Why It Matters

This filing provides insight into Perella Weinberg Partners' recent equity transactions, which could impact its financial structure and investor holdings.

Risk Assessment

Risk Level: low — The filing reports on standard corporate actions (unregistered sales of equity securities) without indicating any immediate financial distress or significant strategic shifts.

Key Numbers

• 001-39558 — Commission File Number (Identifies the specific SEC filing for Perella Weinberg Partners.)
• 84-1770732 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Perella Weinberg Partners (company) — Registrant
• 767 Fifth Avenue, New York, NY 10153 (location) — Principal executive offices
• FinTech Acquisition Corp. IV (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share PWP Nasdaq Global Select Mark

Filing Documents

• pwp-20240906.htm (8-K) — 27KB
• 0001777835-24-000161.txt ( ) — 151KB
• pwp-20240906.xsd (EX-101.SCH) — 2KB
• pwp-20240906_lab.xml (EX-101.LAB) — 22KB
• pwp-20240906_pre.xml (EX-101.PRE) — 13KB
• pwp-20240906_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On September 6, 2024 , Perella Weinberg Partners (the "Company") issued 2,121,609 shares of its Class A common stock in exchange for 2,119,490 Class A partnership units of PWP Holdings LP ("PWP OpCo") and 2,119,490 shares of Class B common stock of the Company that were held by certain limited partners of PWP OpCo pursuant to the Amended and Restated Limited Partnership Agreement of PWP OpCo (The "PWP OpCo LPA"). Pursuant to the terms of the PWP OpCo LPA, and subject to the exchange procedures and restrictions set forth therein and any other procedures or restrictions imposed by the Company, holders of Class A partnership units of PWP OpCo (other than the Company) may exchange these units for (i) shares of Class A common stock of the Company on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications), (ii) cash from an offering of shares of Class A common stock of the Company (based on the net proceeds received by the Company for such shares in such offering), or (iii) cash from any other source. Simultaneously with an exchange by a PWP OpCo unitholder who holds shares of Class B common stock of the Company, a number of shares of Class B common stock held by such unitholder equal to the number of Class A partnership units of PWP OpCo exchanged by such unitholder will be automatically converted into shares of Class A common stock or cash, which will be delivered to the exchanging holder at a conversion rate of 1:1000 (or 0.001). Whether the exchanging PWP OpCo unitholder receives cash or Class A common stock in exchange for their Class A partnership units and Class B common stock is at the Company's option. The shares of Class A common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering without any form of

View Full Filing

View this 8-K filing on SEC EDGAR