Sec Form 3 Filing - ALLIANZ SE @ AlTi Global, Inc. - 2024-07-31

Insider filing report for Changes in Beneficial Ownership
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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
ALLIANZ SE
2. Issuer Name and Ticker or Trading Symbol
AlTi Global, Inc. [ ALTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MICHAEL SIEBURG, KOENIGINSTRASSE 28
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2024
(Street)
MUNICH, 2M80802
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
Class A Common Stock 19,318,580.96 I By Allianz Strategic Investments S.a.r.l. ( 1 )
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 $ 8.7 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock ( 4 ) I By Allianz Strategic Investments S.a.r.l. ( 5 )
Warrants to Purchase Class A Common Stock $ 7.4 07/31/2024( 6 ) 07/31/2029 Class A Common Stock 5,000,000 I By Allianz Strategic Investments S.a.r.l. ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ALLIANZ SE
C/O MICHAEL SIEBURG
KOENIGINSTRASSE 28
MUNICH, 2M80802
X
Signatures
/s/ Michael Sieburg 08/06/2024
Signature of Reporting Person Date
/s/ Petra Maerkl 08/06/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of AlTi Global, Inc., a Delaware corporation (the "Issuer") were acquired in a private placement and are held directly by Allianz Strategic Investments S.a.r.l. ("ASI"). ASI is wholly owned by Allianz Finance II Luxembourg S.a.r.l., which in turn is wholly owned by the reporting person. The reporting person is the ultimate parent company of ASI and has sole voting and dispositive power with respect to the shares held by ASI.
( 2 )The shares of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") of the Issuer are convertible into shares of Class A Common Stock (i) by the reporting person at any time after July 31, 2026 and (ii) by the Issuer at any time after July 31, 2027, subject to certain conditions; provided, that the Series A Preferred Stock is subject to a beneficial ownership cap that prohibits the conversion of the Series A Preferred Stock into shares of Class A Common stock to the extent such conversion would cause ASI's beneficial ownership, together with its affiliates, to exceed 24.9% (the "Ownership Cap"); provided, further, that in the event such a conversion would cause ASI's beneficial ownership, together with its affiliates, to exceed the Ownership Cap, the Issuer shall issue to ASI shares of the Issuer's Class C Non-Voting Common Stock, in lieu of shares of Class A Common Stock.
( 3 )(Continued from footnote 2) The Series A Preferred Stock has no stated maturity and therefore has no expiration date.
( 4 )The Series A Preferred Stock has a stated value of $1,000 per share and is convertible into shares of Class A Common Stock at a conversion price of $8.70, subject to customary adjustments.
( 5 )The shares of Series A Preferred Stock were acquired in a private placement and are held directly by ASI.
( 6 )Subject to the Ownership Cap, the Warrants to purchase Class A Common Stock (the "Warrants") are immediately exercisable in shares of Class A Common Stock.
( 7 )The Warrants were acquired in a private placement and are held directly by ASI.

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