0001193125-26-037596.txt : 20260204 0001193125-26-037596.hdr.sgml : 20260204 20260204161338 ACCESSION NUMBER: 0001193125-26-037596 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260202 FILED AS OF DATE: 20260204 DATE AS OF CHANGE: 20260204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vorsatz Mark Lawrence CENTRAL INDEX KEY: 0002071142 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-43014 FILM NUMBER: 26598352 MAIL ADDRESS: STREET 1: ONE NORTH CLEMATIS STREET, SUITE 110 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Andersen Group Inc. CENTRAL INDEX KEY: 0002065708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services EIN: 334630773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 BUSH ST STE 1700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: (415) 764-2700 MAIL ADDRESS: STREET 1: 333 BUSH ST STE 1700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 4 1 ownership.xml 4 X0508 4 2026-02-02 0002065708 Andersen Group Inc. ANDG 0002071142 Vorsatz Mark Lawrence C/O ANDERSEN GROUP, INC. 333 BUSH STREET, SUITE 1700 SAN FRANCISCO CA 94104 true true false false See Remarks false Class X Aggregator Units 2026-02-02 4 G false 200000 D Class A Common Stock 200000 5000000 D Class X Aggregator Units 2026-02-02 4 G false 200000 A Class A Common Stock 200000 2000000 I See footnote Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Andersen Aggregator LLC ("Aggregator") dated as of December 16, 2025 (the "Aggregator LLCA"), as disclosed in the prospectus of Andersen Group Inc. (the "Issuer"), the Class X Aggregator Units held by the Reporting Person are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments and compliance with lock-up, vesting and transfer restrictions and the terms of the Aggregator LLCA. Upon an exchange of the Class X Aggregator Units, an equal number of shares of Class B common stock of the Issuer accompanying the Class X Aggregator Units and held by Andersen Aggregator LLC or its permitted transferee will be automatically cancelled for no additional consideration. Shares of Class B Common Stock do not represent economic interests in the Issuer. The reported transaction reflects a transfer from the Reporting Person's direct holdings to a trust controlled by the Reporting Person, for no consideration. The securities continue to be subject to the lock-up restrictions described in the Issuer's prospectus filed with the Securities and Exchange Commission on December 17, 2025. The reported units shall be vested with respect to 50% of the shares as of December 16, 2025, and shall vest annually thereafter in equal installments over the following five years, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. Consists of (i) 1,400,000 Class X Aggregator Units held by entities controlled by and/or affiliated with the Reporting Person which are indirectly exchangeable for 1,400,000 shares of Class A common stock and (ii) 600,000 Class X Aggregator Units held by immediate family members of the Reporting Person which are indirectly exchangeable for 600,000 shares of Class A common stock, and over which the Reporting Person exercises voting control. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Chairman and Chief Executive Officer /s/ William Deckelman as attorney-in-fact 2026-02-04