Sec Form 13G Filing - VILLAGES INVESCO LLC filing for Baldwin Insurance Group Inc. (BWIN) - 2020-02-18

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tracy Morse Dadeo

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

35,191,414 (1)(2)(3)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

6,263,805 (1)(2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,191,414 (1)(3)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

63.9% (3)(4)

TYPE OF REPORTING PERSON*

IN

The total number of shares includes 3,186,246 shares that are beneficially owned by Insurance Agencies of The Villages, Inc. (“Insurance Agencies”) and 3,077,559 shares that are beneficially owned by The Villages Invesco, Inc. (“Invesco”). Tracy Morse Dadeo is the trustee of Tracy Morse Family Trust u/a/d October 1, 2019 (“TMD Trust”), which TMD Trust owns one-third of the ownership interests in both the Insurance Agencies and Invesco.

There is no contract, arrangement, understanding, relationship between Tracy Morse Dadeo and the other equity owners of Insurance Agencies and Invesco relating to the voting or disposition of the reported securities.

As more fully described in Item 4 of this Schedule 13G and for purposes of Rule 13d-3 promulgated under the Securities Act of 1934 (the “Exchange Act”), each of the Reporting Persons may be deemed to beneficially own, as a result of certain voting covenants on matters relating to the election of certain directors pursuant to the Villages Voting Agreement (as defined below), an aggregate of 28,927,609 shares of Class A common stock that are beneficially owned by members of Voting Group. Capitalized terms not defined herein are defined in Items 2(a) and 4 below. Each of the Reporting Persons expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to shares of common stock in which such Reporting Person does not have a pecuniary interest.

Based on 19,849,779 shares of Class A Common Stock issued and outstanding on February 14, 2020.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Mark G. Morse

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 NUMBER OF 

 SHARES 

 BENEFICIALLY 

 OWNED BY 

 EACH 

 REPORTING 

 PERSON 

 WITH 

SOLE VOTING POWER

0

SHARED VOTING POWER

35,191,414 (1)(2)(3)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

6,263,805 (1)(2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,191,414 (1)(3)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

63.9% (3)(4)

TYPE OF REPORTING PERSON*

IN

The total number of shares includes 3,186,246 shares that are beneficially owned by the Insurance Agencies and 3,077,559 shares that are beneficially owned by Invesco. Mark G. Morse is the trustee of Mark G. Morse Family Trust u/a/d September 8, 2005 (“MGM Trust”), which MGM Trust owns one-third of the ownership interests in both the Insurance Agencies and Invesco.

There is no contract, arrangement, understanding, relationship between Mark G. Morse and the other equity owners of Insurance Agencies and Invesco relating to the voting or disposition of the reported securities.

As more fully described in Item 4 of this Schedule 13G and for purposes of Rule 13d-3 promulgated under the Exchange Act, each of the Reporting Persons may be deemed to beneficially own, as a result of certain voting covenants on matters relating to the election of certain directors pursuant to the Villages Voting Agreement, an aggregate of 28,927,609 shares of Class A common stock that are beneficially owned by members of Voting Group. Capitalized terms not defined herein are defined in Items 2(a) and 4 below. Each of the Reporting Persons expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to shares of common stock in which such Reporting Person does not have a pecuniary interest.

Based on 19,849,779 shares of Class A Common Stock issued and outstanding on February 14, 2020.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Jennifer L. Parr

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 NUMBER OF 

 SHARES 

 BENEFICIALLY 

 OWNED BY 

 EACH 

 REPORTING 

 PERSON 

 WITH 

SOLE VOTING POWER

0

SHARED VOTING POWER

35,191,414 (1)(2)(3)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

6,263,805 (1)(2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,191,414 (1)(3)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

63.9% (3)(4)

TYPE OF REPORTING PERSON*

IN

The total number of shares includes 3,186,246 shares that are beneficially owned by the Insurance Agencies and 3,077,559 shares that are beneficially owned by Invesco. Jennifer L. Parr is the trustee of Jennifer L. Parr Family Trust u/a/d October 6, 2005 (“JLP Trust”), which JLP Trust owns one-third of the ownership interests in both the Insurance Agencies and Invesco.

There is no contract, arrangement, understanding, relationship between Jennifer L. Parr and the other equity owners of Insurance Agencies and Invesco relating to the voting or disposition of the reported securities.

As more fully described in Item 4 of this Schedule 13G and for purposes of Rule 13d-3 promulgated under the Exchange Act, each of the Reporting Persons may be deemed to beneficially own, as a result of certain voting covenants on matters relating to the election of certain directors pursuant to the Villages Voting Agreement, an aggregate of 28,927,609 shares of Class A common stock that are beneficially owned by members of Voting Group. Capitalized terms not defined herein are defined in Items 2(a) and 4 below. Each of the Reporting Persons expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to shares of common stock in which such Reporting Person does not have a pecuniary interest.

Based on 19,849,779 shares of Class A Common Stock issued and outstanding on February 14, 2020.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tracy Morse Family Trust u/a/d October 1, 2019

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 NUMBER OF 

 SHARES 

 BENEFICIALLY 

 OWNED BY 

 EACH 

 REPORTING 

 PERSON 

 WITH 

SOLE VOTING POWER

0

SHARED VOTING POWER

35,191,414 (1)(2)(3)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

6,263,805 (1)(2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,191,414 (1)(3)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

63.9% (3)(4)

TYPE OF REPORTING PERSON*

IN

The total number of shares includes 3,186,246 shares that are beneficially owned by the Insurance Agencies and 3,077,559 shares that are beneficially owned by Invesco. The TMD Trust owns one-third of the ownership interests in both the Insurance Agencies and Invesco.

There is no contract, arrangement, understanding, relationship between the TMD Trust and the other equity owners of Insurance Agencies and Invesco relating to the voting or disposition of the reported securities.

As more fully described in Item 4 of this Schedule 13G and for purposes of Rule 13d-3 promulgated under the Exchange Act, each of the Reporting Persons may be deemed to beneficially own, as a result of certain voting covenants on matters relating to the election of certain directors pursuant to the Villages Voting Agreement, an aggregate of 28,927,609 shares of Class A common stock that are beneficially owned by members of Voting Group. Capitalized terms not defined herein are defined in Items 2(a) and 4 below. Each of the Reporting Persons expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to shares of common stock in which such Reporting Person does not have a pecuniary interest.

Based on 19,849,779 shares of Class A Common Stock issued and outstanding on February 14, 2020.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Mark G. Morse Family Trust u/a/d September 8, 2005

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 NUMBER OF 

 SHARES 

 BENEFICIALLY 

 OWNED BY 

 EACH 

 REPORTING 

 PERSON 

 WITH 

SOLE VOTING POWER

0

SHARED VOTING POWER

35,191,414 (1)(2)(3)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

6,263,805 (1)(2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,191,414 (1)(3)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

63.9% (3)(4)

TYPE OF REPORTING PERSON*

IN

The total number of shares includes 3,186,246 shares that are beneficially owned by the Insurance Agencies and 3,077,559 shares that are beneficially owned by Invesco. The MGM Trust owns one-third of the ownership interests in both the Insurance Agencies and Invesco.

There is no contract, arrangement, understanding, relationship between the MGM Trust and the other equity owners of Insurance Agencies and Invesco relating to the voting or disposition of the reported securities.

As more fully described in Item 4 of this Schedule 13G and for purposes of Rule 13d-3 promulgated under the Exchange Act, each of the Reporting Persons may be deemed to beneficially own, as a result of certain voting covenants on matters relating to the election of certain directors pursuant to the Villages Voting Agreement, an aggregate of 28,927,609 shares of Class A common stock that are beneficially owned by members of Voting Group. Capitalized terms not defined herein are defined in Items 2(a) and 4 below. Each of the Reporting Persons expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to shares of common stock in which such Reporting Person does not have a pecuniary interest.

Based on 19,849,779 shares of Class A Common Stock issued and outstanding on February 14, 2020.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Jennifer L. Parr Family Trust u/a/d October 6, 2005

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

35,191,414 (1)(2)(3)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

6,263,805 (1)(2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,191,414 (1)(3)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

63.9% (3)(4)

TYPE OF REPORTING PERSON*

IN

The total number of shares includes 3,186,246 shares that are beneficially owned by the Insurance Agencies and 3,077,559 shares that are beneficially owned by Invesco. The JLP Trust owns one-third of the ownership interests in both the Insurance Agencies and Invesco.

There is no contract, arrangement, understanding, relationship between the JLP Trust and the other equity owners of Insurance Agencies and Invesco relating to the voting or disposition of the reported securities.

As more fully described in Item 4 of this Schedule 13G and for purposes of Rule 13d-3 promulgated under the Exchange Act, each of the Reporting Persons may be deemed to beneficially own, as a result of certain voting covenants on matters relating to the election of certain directors pursuant to the Villages Voting Agreement, an aggregate of 28,927,609 shares of Class A common stock that are beneficially owned by members of Voting Group. Capitalized terms not defined herein are defined in Items 2(a) and 4 below. Each of the Reporting Persons expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to shares of common stock in which such Reporting Person does not have a pecuniary interest.

Based on 19,849,779 shares of Class A Common Stock issued and outstanding on February 14, 2020.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

The Villages Invesco LLC [Tax Id No. 47-4381103]

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

35,191,414 (1)(2)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

3,077,559 (2)(3)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,191,414 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

63.9% (1)(4)

TYPE OF REPORTING PERSON*

IN

As more fully described in Item 4 of this Schedule 13G and for purposes of Rule 13d-3 promulgated under the Exchange Act, each of the Reporting Persons may be deemed to beneficially own, as a result of certain voting covenants on matters relating to the election of certain directors pursuant to the Villages Voting Agreement (as defined below), an aggregate of 28,927,609 shares of Class A common stock that are beneficially owned by members of Voting Group and 3,186,246 shares of Class A common stock that are beneficially owned by the Insurance Agencies. Capitalized terms used herein are defined in Items 2(a) and 4 below. Each of the Reporting Persons expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to shares of common stock in which such Reporting Person does not have a pecuniary interest.

Other than the Villages Voting Agreement, there is no contract, arrangement, understanding, relationship between the Invesco and the Insurance Agencies, or the other equity owners of Insurance Agencies and Invesco, relating to the voting or disposition of the reported secu rities.

Each of the TMD Trust, the MGM Trust and the JLP Trust owns one-third of the ownership interests in Invesco.

Based on 19,849,779 shares of Class A Common Stock issued and outstanding on February 14, 2020.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Insurance Agencies of The Villages, Inc. [Tax Id No. 59-2586797]

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 NUMBER OF 

 SHARES 

 BENEFICIALLY 

 OWNED BY 

 EACH 

 REPORTING 

 PERSON 

 WITH 

SOLE VOTING POWER

0

SHARED VOTING POWER

35,191,414 (1)(2)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

3,186,246 (2)(3)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,191,414 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

63.9% (1)(4)

TYPE OF REPORTING PERSON*

IN

As more fully described in Item 4 of this Schedule 13G and for purposes of Rule 13d-3 promulgated under the Exchange Act, each of the Reporting Persons may be deemed to beneficially own, as a result of certain voting covenants on matters relating to the election of certain directors pursuant to the Villages Voting Agreement (as defined below), an aggregate of 28,927,609 shares of Class A common stock that are beneficially owned by members of Voting Group and 3,077,550 shares of Class A common stock that are beneficially owned by Invesco. Capitalized terms used herein are defined in Items 2(a) and 4 below. Each of the Reporting Persons expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to shares of common stock in which such Reporting Person does not have a pecuniary interest.

Other than the Villages Voting Agreement, there is no contract, arrangement, understanding, relationship between the Invesco and the Insurance Agencies, or the other equity owners of Insurance Agencies and Invesco, relating to the voting or disposition of the reported securities.

Each of the TMD Trust, the MGM Trust and the JLP Trust owns one-third of the ownership interests in the Insurance Agencies.

Based on 19,849,779 shares of Class A Common Stock issued and outstanding on February 14, 2020.

Name of Issuer.

Address of Issuer’s Principal Executive Offices.

Name of Person Filing.

Address of Principal Business Office or, if None, Residence.

Citizenship.

Title of Class of Securities.

CUSIP Number.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the filing person is a:

Ownership.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company .

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

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Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of BRP Group, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

This Limited Power of Attorney authorizes, but does not require, the attorney-in-fact to act in his discretion on information provided to the attorney-in-fact without independent verification of such information;

Any documents prepared and/or executed by the attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as the attorney-in-fact, in his discretion, deems necessary or desirable;

Neither the Company nor the attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.