GWG Holdings, Inc. - Jul 7, 2023 Form 4 Insider Report for Beneficient (BENF)

Role
10%+ Owner
Signature
/s/Jeffrey S. Stein, Chief Executive Officer of GWG Holdings, Inc.
Stock symbol
BENF
Transactions as of
Jul 7, 2023
Transactions value $
$205,199,118
Form type
4
Date filed
7/11/2023, 04:36 PM
Previous filing
Jun 7, 2023
Next filing
Aug 1, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BENF Class A Common Stock, $0.001 par value Other $205M +43.9M +74.94% $4.66 103M Jul 7, 2023 Direct F1, F2
transaction BENF Class A Common Stock, $0.001 par value Other $559K +120K $4.66 120K Jul 7, 2023 By Subsidiary F1, F2, F3
holding BENF Class A Common Stock, $0.001 par value 67.1M Jul 7, 2023 By Subsidiary F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BENF Preferred C-1 Unit of Beneficient Company Holdings, L.P. Other -43.9M -100% 0 Jul 7, 2023 Class A Common Stock, $0.001 par value 43.9M $10.20 Direct F1, F5, F6
transaction BENF Preferred C-1 Unit of Beneficient Company Holdings, L.P. Other -120K -100% 0 Jul 7, 2023 Class A Common Stock, $0.001 par value 120K $10.20 By Subsidiary F1, F3, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a reclassification exempt under Rule 16b-7, the Preferred C-1 Units beneficially owned by the reporting person automatically converted to the Class A Common Stock on July 7, 2023 based on a conversion price per share equal to the lower of (i) the volume-weighted average trading price of the issuer's Class A common stock for the 20 trading days following June 7, 2023 (the "VWAP Price"); and (ii) $10.20. The VWAP Price was $4.65932 resulting in the issuance of 44,040,761 shares of Class A Common Stock.
F2 Conversion price was $4.65932. Amount has been rounded as a result of electronic filing format.
F3 Securities are owned directly by GWG Life, LLC, which is a wholly owned subsidiary of GWG Holdings, Inc. As such, GWG Holdings, Inc. is an indirect beneficial owner of the reported securities. On June 7, 2023, the reporting person filed a Form 3 that inadvertently reported direct beneficial ownership of the reported securities described in this row.
F4 Securities are owned directly by GWG Life USA, LLC, which is a wholly owned subsidiary of GWG Holdings, Inc. As such, GWG Holdings, Inc. is an indirect beneficial owner of the reported securities.
F5 The capital account balance of the Preferred C-1 Units held by GWG Holdings, Inc. prior to conversion was $204,641,000.
F6 The Preferred C-1 Units beneficially owned by the reporting person provide for automatic conversion to the Class A Common Stock on the business day after the VWAP Period. The "VWAP Period" is the period commencing on the first trading day after June 7, 2023 and ending on the 20th trading day after June 7, 2023. The Preferred C-1 Units did not have an expiration date.
F7 The capital account balance of the Preferred C-1 Units held by GWG Life, LLC prior to conversion was $559,000.