Sec Form 3 Filing - LILLIE JAMES E @ ACUREN CORP - 2025-02-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
LILLIE JAMES 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 _____ 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)
__ 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 1,746,169 ( 1 ) 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
Restricted Stock Units ( 3 ) ( 2 ) ( 2 ) Common Stock 10,000 D
Series A Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 92,500 ( 1 ) I By Mariposa Acquisition IX, LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LILLIE JAMES E
C/O ACUREN CORPORATION
14434 MEDICAL COMPLEX DRIVE, SUITE 100
TOMBALL, TX77377
X
Signatures
/s/ Fiona Sutherland, Attorney-in-Fact 02/14/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mariposa Acquisition IX, LLC directly holds (i) 18,877,500 shares of Common Stock and (ii) 1,000,000 shares of Series A Preferred Stock convertible into shares of Common Stock for no additional consideration as set forth below. Mr. Lillie holds a limited liability company interest in Mariposa Acquisition IX, LLC and, as a result, may be deemed to have a pecuniary interest in approximately (i) 1,746,169 shares of Common Stock and (ii) 92,500 shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by Mariposa Acquisition IX, LLC. Mr. Lillie disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IX, LLC except to the extent of his pecuniary interest therein. Mr. Lillie does not have beneficial ownership over the shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IX, LLC.
( 2 )These restricted stock units vest on July 30, 2025 (the one-year anniversary of the grant date).
( 3 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
( 4 )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:
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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.