Sec Form 3 Filing - GRANT W THOMAS II @ SelectQuote, Inc. - 2020-05-20

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GRANT W THOMAS II
2. Issuer Name and Ticker or Trading Symbol
SelectQuote, Inc. [ SLQT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SELECTQUOTE, INC., 6800 WEST 115TH STREET, SUITE 2511
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2020
(Street)
OVERLAND PARK, KS66211
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock, par value $0.01 per share 2,354,424 D
Common Stock, par value $0.01 per share 1,773,024 ( 1 ) I By Self as Trustee for the W. Thomas Grant II Family Irrevocable Trust
Common Stock, par value $0.01 per share 355,760 ( 2 ) I By Mainstar Trust
Common Stock, par value $0.01 per share 46,913 ( 3 ) I By Five Elms Equity Fund I LP
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Series A Preferred Stock, par value $0.01 per share ( 4 ) ( 4 ) ( 4 ) Common Stock, par value $0.01 per share 454,352 D
Series B Preferred Stock, par value $0.01 per share ( 5 ) ( 5 ) ( 5 ) Common Stock, par value $0.01 per share 421,080 D
Series C Preferred Stock, par value $0.01 per share ( 6 ) ( 6 ) ( 6 ) Common Stock, par value $0.01 per share 233,488 D
Employee Stock Options ( 7 ) $ 0.5325 ( 8 ) 01/12/2024 Common Stock, par value $0.01 per share 1,116,624 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRANT W THOMAS II
C/O SELECTQUOTE, INC.
6800 WEST 115TH STREET, SUITE 2511
OVERLAND PARK, KS66211
X
Signatures
/s/ William T. Grant II 05/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,773,024 shares of common stock beneficially owned by Mr. Grant as the trustee of the W. Thomas Grant II Family Irrevocable Trust.
( 2 )Includes 355,760 shares of common stock beneficially owned by Mr. Grant through his Mainstar Trust IRA.
( 3 )Includes 46,913 shares of common stock owned by Five Elms Equity Fund I LP, an investment company in which Mr. Grant's IRA owns a 1.27% ownership stake. Mr. Grant disclaims beneficial ownership of the shares held by Five Elms Equity Fund I LP, except to the extent of his pecuniary interest therein.
( 4 )Mr. Grant has the right to acquire 454,352 shares of common stock upon the conversion of 56,794 shares of Series A Preferred Stock at a conversion rate of eight shares of common stock for every one share of Series A Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series A Preferred Stock will automatically convert into eight shares of common stock for no additional consideration upon the closing of SelectQuote Inc.'s initial public offering.
( 5 )Mr. Grant has the right to acquire 421,080 shares of common stock upon the conversion of 52,635 shares of Series B Preferred Stock at a conversion rate of eight shares of common stock for every one share of Series B Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series B Preferred Stock will automatically convert into eight shares of common stock for no additional consideration upon the closing of SelectQuote Inc.'s initial public offering.
( 6 )Mr. Grant has the right to acquire 233,488 shares of common stock upon the conversion of 29,186 shares of Series C Preferred Stock at a conversion rate of eight shares of common stock for every one share of Series C Preferred Stock. Such conversion may be effected at any time while such preferred shares are outstanding. Each outstanding share of Series C Preferred Stock will automatically convert into eight shares of common stock for no additional consideration upon the closing of SelectQuote Inc.'s initial public offering.
( 7 )Represents non-qualified stock options of SelectQuote, Inc. granted to Mr. Grant under SelectQuote, Inc.'s 2003 Stock Incentive Plan.
( 8 )Employee stock options vest as to one-third on the first anniversary of the date of the grant and as to 1/24 of the remaining shares subject to the stock option monthly thereafter, subject to the award recipient's continued employment through the applicable vesting date. Mr. Grant's employee stock options reported on this line were granted on January 13, 2014 and are fully vested.

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).
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