The Baldwin Insurance Group Inc.

12/11/2024 | Press release | Distributed by Public on 12/11/2024 17:07

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Krystyn Elizabeth
2. Issuer Name and Ticker or Trading Symbol
Baldwin Insurance Group, Inc. [BWIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of 10% Owner Group
(Last) (First) (Middle)
C/O THE BALDWIN INSURANCE GROUP, INC., 4211 W. BOY SCOUT BLVD., SUITE 800
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024
(Street)
TAMPA, FL 33607
4. If Amendment, Date 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
(City) (State) (Zip)
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
Class B Common Stock 12/09/2024 C 423,877 D $ 0 1,440,656 I By Trust(1)
Class A Common Stock 12/09/2024 C 423,877 A $ 0 423,877 I By Trust(1)
Class A Common Stock 12/09/2024 S 173,159 D $45.03(2) 250,718 I By Trust(1)
Class A Common Stock 12/09/2024 S 4,376 D $46.22(3) 246,342 I By Trust(1)
Class A Common Stock 12/09/2024 S 13,772 D $46.75(4) 232,570 I By Trust(1)
Class A Common Stock 12/10/2024 S 93,706 D $43.54(5) 138,864 I By Trust(1)
Class A Common Stock 12/10/2024 S 50,558 D $44.24(6) 88,306 I By Trust(1)
Class A Common Stock 12/11/2024 S 88,306 D $43.05(7) 0 I By Trust(1)
Class B Common Stock 476,343 I By Trust(8)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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
LLC Units in The Baldwin Insurance Group Holdings, LLC $ 0 12/09/2024 C 423,877 (9) (9) Class A Common Stock 423,877 $ 0 1,440,656 I By Trust(1)
LLC Units in The Baldwin Insurance Group Holdings, LLC $ 0 (9) (9) Class A Common Stock 476,343 476,343 I By Trust(8)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Krystyn Elizabeth
C/O THE BALDWIN INSURANCE GROUP, INC.
4211 W. BOY SCOUT BLVD., SUITE 800
TAMPA, FL 33607
Member of 10% Owner Group

Signatures

/s/ Seth Cohen, as Attorney-in Fact, for Elizabeth Krystyn 12/11/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These securities are directly held by the Elizabeth H. Krystyn 2017 Revocable Trust, dated June 28, 2017, of which the reporting person is the sole trustee and beneficiary.
(2) The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $44.54 to $45.49. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(3) The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $45.56 to $46.45. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(4) The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $46.57 to $46.91. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(5) The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $43.02 to $44.01. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(6) The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $44.02 to $44.55. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(7) The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $43.00 to $43.23. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(8) These securities are directly held by the Elizabeth H. Krystyn 2019 Irrevocable Trust, dated September 30, 2019, of which Enrique M. Fueyo, the reporting person's spouse, serves as the sole trustee.
(9) Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder for one share of Class A common stock at any time. The LLC Units do not expire.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.