Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Galbraith Daniel

(Last)

(First)

(Middle)

C/O THE BALDWIN INSURANCE GROUP, INC.

4211 W. BOY SCOUT BLVD., SUITE 800

(Street)

TAMPA

33607

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Baldwin Insurance Group, Inc. [ BWIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	See Remarks		See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	08/29/2024		C		75,000	D	$0	1,134,644	I	By Trust⁽¹⁾
Class A Common Stock	08/29/2024		C		75,000	A	$0	75,000	I	By Trust⁽¹⁾
Class A Common Stock	08/29/2024		S		75,000	D	$46.33⁽²⁾	0	I	By Trust⁽¹⁾
Class A Common Stock								6,285	D
Class B Common Stock								11,348	I	By Trust⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Units in The Baldwin Insurance Group Holdings, LLC	$0	08/29/2024		C			75,000	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	75,000	$0	1,134,644	I	By Trust⁽¹⁾
LLC Units in The Baldwin Insurance Group Holdings, LLC	$0							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	11,348		11,348	I	By Trust⁽³⁾

Explanation of Responses:

1. These securities are directly held by the Daniel A. Galbraith Revocable Trust, dated July 27, 2020, of which the reporting person is the sole trustee and beneficiary.

2. The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $45.98 to $46.76. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

3. These securities are directly held by the Daniel A. Galbraith 2020 Irrevocable Trust dated August 5, 2020, of which Elizabeth A. Galbraith, the reporting person's spouse, serves as the sole trustee.

4. Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder for one share of Class A common stock at any time. The LLC Units do not expire.

Remarks:

President, The Baldwin Group and CEO, Retail Brokerage Operations; Member of 10% owner group

	/s/ Seth Cohen, as Attorney-in Fact, for Daniel Galbraith	08/30/2024
	** Signature of Reporting Person	Date
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.
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