X0407 4 2022-11-03 true 0001833213 Progress Acquisition Corp. PGRW 0001466538 COWEN INC. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0000048966 COWEN AND COMPANY, LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0001355007 Cowen Holdings, Inc. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0001613404 RCG LV Pearl LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true false Class A Common Stock 2022-11-03 4 S 0 11885 10.1015 D 103299 I By Cowen and Company, LLC Class A Common Stock 2022-11-04 4 S 0 3299 10.0733 D 100000 I By Cowen and Company, LLC Class A Common Stock 2023-02-06 4 S 0 75 10.37 D 99925 I By Cowen and Company, LLC Class A Common Stock 2023-02-08 4 S 0 100 10.37 D 99825 I By Cowen and Company, LLC Class A Common Stock 2023-02-09 4 S 0 400 10.35 D 99425 I By Cowen and Company, LLC Class A Common Stock 2023-02-13 4 S 0 100 10.35 D 99325 I By Cowen and Company, LLC Class A Common Stock 2023-02-22 4 S 0 100 10.33 D 99225 I By Cowen and Company, LLC Class A Common Stock 2023-02-24 4 S 0 100 10.35 D 99125 I By Cowen and Company, LLC Class A Common Stock 2023-03-03 4 S 0 75 10.39 D 99050 I By Cowen and Company, LLC Class A Common Stock 2023-03-24 4 P 0 950 10.5459 A 100000 I By Cowen and Company, LLC Class A Common Stock 2023-05-09 4 J 0 100000 10.29 D 0 I By Cowen and Company, LLC This Form 4 is filed jointly by Cowen Inc., Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings") and RCG LV Pearl LLC ("RCG", and collectively, the "Reporting Persons"). Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934, as amended, or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Represents securities owned directly by Cowen and Company. Cowen Holdings is the sole member of Cowen and Company. RCG is the sole owner of Cowen Holdings. Cowen Inc. is the sole member of RCG. In such capacities, each of Cowen Holdings, RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. The transaction was executed in multiple trades in prices ranging from $10.10 to $10.12, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The transaction was executed in multiple trades in prices ranging from $10.07 to $10.08, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The transaction was executed in multiple trades in prices ranging from $10.54 to $10.55, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote. In connection with the dissolution and liquidation of the Issuer and in accordance with its Amended and Restated Certificate of Incorporation, as amended, the Issuer will be redeeming all of the outstanding shares of its Class A Common Stock that were included in the units issued in its initial public offering, including the 100,000 shares held by Cowen and Company. The redemption price is currently being calculated, which the Issuer has estimated to be approximately $10.29 per share. The Reporting Persons will file an amendment to this Form 4 after the final liquidation date to disclose the final redemption price if it is materially different from the estimated redemption price reported herein. Cowen Inc., By: /s/ Stephen A. Lasota, Chief Financial Officer 2023-05-15 Cowen and Company, LLC, By: Cowen Holdings, Inc., sole member, By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 2023-05-15 Cowen Holdings, Inc., By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 2023-05-15 RCG LV Pearl LLC, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer 2023-05-15