PWP Professional Partners LP - Dec 31, 2023 Form 4 Insider Report for Perella Weinberg Partners (PWP)

Role: Director
Signature: /s/ Mark Polemeni, as Authorized Person
Stock symbol: PWP
Transactions as of: Dec 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/2/2024, 05:00 PM
Previous filing: Dec 4, 2023

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	PWP	Class B-1 Common Stock	Other	$0	-40.5M	-100%	$0.00^*	0	Dec 31, 2023	Class A Common Stock	40.5K		Direct	F1, F2, F3
transaction	PWP	PWP Holdings LP Common Units	Other	$0	-40.5M	-100%	$0.00^*	0	Dec 31, 2023	Class A Common Stock	40.5M		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

PWP Professional Partners LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	PWP Holdings LP ("PWP OpCo") Common Units (which represent Class A partnership units of PWP OpCo) ("PWP OpCo Units") held by the Reporting Person and 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. VoteCo Professionals will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange.
F2	The Reporting Person is an aggregator partnership through which certain partners hold interests in PWP OpCo, the entity through which the Issuer holds its advisory business. On December 31, 2023 (the "Effective Date"), as part of an internal reorganization and in accordance with Section 17-220 of the Delaware Revised Uniform Limited Partnership Act (the "Act"), the Reporting Person was divided into: (i) PWP VoteCo Professionals LP ("VoteCo Professionals"), (ii) PWP AdCo Professionals LP ("AdCo Professionals") and (iii) the Reporting Person, which is the "surviving partnership" under the Act (the "Division").
F3	The Reporting Person changed its name to PWP AmCo Professionals LP ("AmCo Professionals") in connection with the Division. In the Division, (i) 40,467,075 Class B-1 Shares previously held by the Reporting Person were allocated to VoteCo Professionals, a Delaware limited partnership, and (ii) 40,467,075 PWP OpCo Units (as defined below) previously held by the Reporting Person were allocated to AdCo Professionals. This Division did not involve any purchase or sale of Issuer securities.
F4	Subject to certain lock-up periods, PWP OpCo Units may be exchanged on certain dates for Class A Shares on a one-for-one basis or, at the option of the Issuer, for an equivalent amount of cash. At such time, the applicable Unitholder will be required to surrender an equivalent number of Class B-1 Shares as described in Note (1). PWP OpCo Units do not expire.