SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Baldwin Insurance Group Holdings, LLC

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2019

3. Issuer Name and Ticker or Trading Symbol
BRP Group, Inc. [ BRP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	18,933,907⁽¹⁾⁽²⁾	D
Class B Common Stock	2,481,998⁽¹⁾⁽³⁾	D
Class B Common Stock	608,878⁽¹⁾⁽³⁾	I	By Trust
Class B Common Stock	304,439⁽¹⁾⁽⁴⁾	D
Class B Common Stock	304,439⁽¹⁾⁽⁵⁾	D
Class B Common Stock	2,862,542⁽¹⁾⁽⁶⁾	D
Class B Common Stock	228,333⁽¹⁾⁽⁶⁾	I	By Trust
Class B Common Stock	152,220⁽¹⁾⁽⁷⁾	D
Class B Common Stock	76,113⁽¹⁾⁽⁸⁾	D
Class B Common Stock	495,677⁽¹⁾⁽⁹⁾	D
Class B Common Stock	190,326⁽¹⁾⁽¹⁰⁾	D
Class B Common Stock	337,852⁽¹⁾⁽¹¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	18,933,907⁽¹⁾⁽²⁾⁽¹²⁾	$0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	2,481,998⁽¹⁾⁽³⁾⁽¹²⁾	$0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	608,878⁽¹⁾⁽³⁾⁽¹²⁾	$0	I	By Trust
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	304,439⁽¹⁾⁽⁴⁾⁽¹²⁾	$0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	304,439⁽¹⁾⁽⁵⁾⁽¹²⁾	$0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	2,862,542⁽¹⁾⁽⁶⁾⁽¹²⁾	$0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	228,333⁽¹⁾⁽⁶⁾⁽¹²⁾	$0	I	By Trust
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	152,220⁽¹⁾⁽⁷⁾⁽¹²⁾	$0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	76,113⁽¹⁾⁽⁸⁾⁽¹²⁾	$0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	495,677⁽¹⁾⁽⁹⁾⁽¹²⁾	$0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	190,326⁽¹⁾⁽¹⁰⁾⁽¹²⁾	$0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	337,852⁽¹⁾⁽¹¹⁾⁽¹²⁾	$0	D

1. Name and Address of Reporting Person^*

Baldwin Insurance Group Holdings, LLC

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Krystyn Elizabeth

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Sherman Laura

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Laura R. Sherman GRAT 2019-1 Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Laura R. Sherman GRAT 2019-2 Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Finney Joseph D.

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W BOY SCOUT BLVD SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

Explanation of Responses:

1. This excludes securities owned by the Villages Invesco, LLC (the "Villages") relating to a voting agreement between the Villages and members of the "group" referenced in footnote 2, for which the reporting persons disclaim beneficial ownership.

2. These securities are owned by Baldwin Insurance Group Holdings, LLC ("BIGH"), which is a member of a "group" pursuant to a voting agreement with (and with respect to the securities owned by) those individuals listed in the "Remarks" section (the "Voting Group"). These securities were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by BIGH in Baldwin Risk Partners, LLC ("Baldwin Risk Partners").

3. These securities are owned by Elizabeth Krystyn and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Elizabeth Krystyn in Baldwin Risk Partners.

4. These securities are owned by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 in Baldwin Risk Partners.

5. These securities are owned by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 in Baldwin Risk Partners.

6. These securities are owned by Laura Sherman and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Laura Sherman in Baldwin Risk Partners.

7. These securities are owned by Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 in Baldwin Risk Partners.

8. These securities are owned by Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 in Baldwin Risk Partners.

9. These securities are owned by Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 in Baldwin Risk Partners.

10. These securities are owned by John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 in Baldwin Risk Partners.

11. These securities are owned by Joseph D. Finney and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Joseph D. Finney in Baldwin Risk Partners.

12. Each LLC Unit, together with a share of Class B common stock, may be converted by the holder into one share of Class A common stock at any time. The LLC Units do not expire.

Remarks:

The Voting Group consists of BIGH, Lowry Baldwin, Trevor Baldwin, Elizabeth Krystyn, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019, Laura Sherman, Laura R. Sherman GRAT 2019-1 Dated September 30, 2019, Laura R. Sherman GRAT 2019-2 Dated September 30, 2019, Kristopher Aaron Wiebeck, Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019, John A Valentine, John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019, Daniel Galbraith, Bradford Hale, Joseph D. Finney, Christopher J. Stephens, Millennial Specialty Holdco, LLC and James Morgan Roche for purposes of Section 13(d) of the Securities Exchange Act of 1934. As the Voting Group contains more than ten insiders, see the Form 3 for Millennial Specialty Holdco, LLC filed October 28, 2019 for the securities owned by additional members of the Voting Group.

	/s/ Christopher J. Stephens, as Attorney-in Fact, for Baldwin Insurance Group Holdings, LLC	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Elizabeth Krystyn	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Laura Sherman	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Laura R. Sherman GRAT 2019-1 Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Laura R. Sherman GRAT 2019-2 Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Joseph D. Finney	10/28/2019
	** Signature of Reporting Person	Date
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