Sec Form 3 Filing - Bunch Richard F. III @ TWFG, Inc. - 2024-07-17

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
Bunch Richard F. III
2. Issuer Name and Ticker or Trading Symbol
TWFG, Inc. [ TWFG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O TWFG, INC., 1201 LAKE WOODLANDS DRIVE, SUITE 4020
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2024
(Street)
THE WOODLANDS, TX77380
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 100 ( 1 ) I By LLC ( 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
Class C LLC Units in TWFG Holding Company, LLC ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 34,236,072 ( 1 ) I By LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bunch Richard F. III
C/O TWFG, INC.
1201 LAKE WOODLANDS DRIVE, SUITE 4020
THE WOODLANDS, TX77380
X X Chairman and CEO
Bunch Family Holdings, LLC
C/O TWFG, INC.
1201 LAKE WOODLANDS DRIVE, SUITE 4020
THE WOODLANDS, TX77380
X
Signatures
/s/ Julie E. Benes, as Attorney-in-Fact for Richard F. Bunch 07/17/2024
Signature of Reporting Person Date
/s/ Julie E. Benes, as Attorney-in-Fact for Bunch Family Holdings, LLC 07/17/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class A common Stock of the Issuer and the Class C LLC Units of TWFG Holding Company, LLC ("TWFG Holding") are owned directly by Bunch Family Holdings LLC ("Bunch Holdings"), a ten percent owner of the Issuer, and indirectly by Richard F. Bunch III, who is sole member of Bunch Holdings. Richard F. Bunch III is a director, officer and ten percent owner of the Issuer.
( 2 )Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439)), as part of the Issuer's initial public offering, (i) the Class C LLC Units of TWFG Holding held by Bunch Holdings will be reclassified as LLC Units of TWFG Holding, (ii) Bunch Holdings will exchange 342,362 LLC Units of TWFG Holding for 342,362 shares of Class A Common Stock of the Issuer, and (iii) Bunch Holdings will continue to hold 33,893,810 LLC Units of TWFG Holdings and will hold a corresponding number of shares of Class C Common Stock of the Issuer. Each LLC Unit of TWFG Holdings held by the Reporting Persons is exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis, and upon such exchange, an equivalent number of shares of Class C Common Stock of the Issuer held by the Reporting Persons will be canceled.

Remarks:
Exhibits 24.1 and 24.2 - Powers of Attorney

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