Sec Form 3 Filing - FRANKLIN MARTIN E @ ACUREN CORP - 2025-02-14

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
FRANKLIN MARTIN E
2. Issuer Name and Ticker or Trading Symbol
ACUREN CORP [ TIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ACUREN CORPORATION, 14434 MEDICAL COMPLEX DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2025
(Street)
TOMBALL, TX77377
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
Common Stock 18,877,500 I By Mariposa Acquisition IX, 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
Series A Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,000,000 I By Mariposa Acquisition IX, LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRANKLIN MARTIN E
C/O ACUREN CORPORATION
14434 MEDICAL COMPLEX DRIVE, SUITE 100
TOMBALL, TX77377
X X
MARIPOSA ACQUISITION IX, LLC
C/O MARIPOSA CAPITAL
500 SOUTH POINTE DRIVE, SUITE 240
MIAMI BEACH, FL33139
X X
Signatures
/s/ Fiona Sutherland, Attorney-in-Fact 02/14/2025
Signature of Reporting Person Date
/s/ Martin E. Franklin, Manager 02/14/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Common Stock and Series A Preferred Stock reported herein are held directly by Mariposa Acquisition IX, LLC ("Mariposa IX"). Sir Martin is the manager of Mariposa IX. In such capacity, Sir Martin exercises voting power and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa IX. As a result, Sir Martin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of Common Stock and Series A Preferred Stock held by Mariposa IX. Sir Martin disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa IX except to the extent of his pecuniary interest therein.
( 2 )The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier of (i) immediately following the "change of control dividend date" (as defined in the Issuer's certificate of incorporation) and (ii) December 31, 2034.

Remarks:
As stated in footnote 1, Mr. Franklin exercises voting and investment power over shares held directly by Mariposa Acquisition IX, LLC. Accordingly, Mariposa Acquisition IX, LLC may be deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act. The filing of this statement on Form 3 shall not be deemed an admission that any reporting person is a member of such a group. See Exhibit 24.1 - Power of Attorney

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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