SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GWG Holdings, Inc.

(Last) (First) (Middle)
325 NORTH ST. PAUL STREET,
SUITE 2650

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Beneficient [ BENF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2023
4. If Amendment, Date of 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
Rule 10b5-1(c) Transaction Indication

  
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.
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 A Common Stock, $0.001 par value 07/07/2023 J(1) V 43,920,786 A $4.6593(2) 102,530,679 D
Class A Common Stock, $0.001 par value 07/07/2023 J(1) V 119,975 A $4.6593(2) 119,975 I By Subsidiary(3)
Class A Common Stock, $0.001 par value 67,100,832 I By Subsidiary(4)
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 Securities Underlying Derivative Security (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: 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
Preferred C-1 Unit of Beneficient Company Holdings, L.P. $10.2(1) 07/07/2023 J(1) V 43,920,786(5) (6) (6) Class A Common Stock, $0.001 par value 43,920,786 (1) 0 D
Preferred C-1 Unit of Beneficient Company Holdings, L.P. $10.2(1) 07/07/2023 J(1) V 119,975(7) (6) (6) Class A Common Stock, $0.001 par value 119,975 (1) 0 I By Subsidiary(3)
Explanation of Responses:
1. 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.
2. Conversion price was $4.65932. Amount has been rounded as a result of electronic filing format.
3. 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.
4. 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.
5. The capital account balance of the Preferred C-1 Units held by GWG Holdings, Inc. prior to conversion was $204,641,000.
6. 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.
7. The capital account balance of the Preferred C-1 Units held by GWG Life, LLC prior to conversion was $559,000.
/s/Jeffrey S. Stein, Chief Executive Officer of GWG Holdings, Inc. 07/11/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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