SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Millennial Specialty Holdco LLC (Last) (First) (Middle) C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD., SUITE 200 (Street) TAMPA FL 33607 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/28/2019	3. Issuer Name and Ticker or Trading Symbol BRP Group, Inc. [ BRP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of 10% owner group	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	4,285,714(1)(2)	D
Class B Common Stock	4,285,714(1)(3)	I	By Millennial Specialty Holdco, LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units in Baldwin Risk Partners, LLC	(4)	(4)	Class A Common Stock	4,285,714(1)(2)(4)	$0	D
LLC Units in Baldwin Risk Partners, LLC	(4)	(4)	Class A Common Stock	4,285,714(1)(3)(4)	$0	I	By Millennial Specialty Holdco, LLC

1. Name and Address of Reporting Person* Millennial Specialty Holdco LLC (Last) (First) (Middle) C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD., SUITE 200 (Street) TAMPA FL 33607 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of 10% owner group

1. Name and Address of Reporting Person* Roche James Morgan (Last) (First) (Middle) C/O BRP GROUP, INC. 4010 W. BOY SCOUT BLVD., SUITE 200 (Street) TAMPA FL 33607 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of 10% owner group

Explanation of Responses:

1. This excludes securities owned by the Villages Invesco, LLC (the "Villages") relating to a voting agreement between the Villages and members of the "group" referenced in footnote 2, for which the reporting persons disclaim beneficial ownership.

2. These securities are owned by Millennial Specialty Holdco, LLC ("Millennial"), which is a member of a "group" pursuant to a voting agreement with (and with respect to the securities owned by) those individuals listed in the "Remarks" section (the "Voting Group"). These securities were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Millennial Specialty Holdco, LLC in Baldwin Risk Partners, LLC ("Baldwin Risk Partners").

3. James Morgan Roche is the managing member of Millennial (which owns the reported securities) and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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

Remarks:

The Voting Group consists of Millennial, Baldwin Insurance Group Holdings, LLC, Lowry Baldwin, Trevor Baldwin, Elizabeth Krystyn, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019, Laura Sherman, Laura R. Sherman GRAT 2019-1 Dated September 30, 2019, Laura R. Sherman GRAT 2019-2 Dated September 30, 2019, Kristopher Aaron Wiebeck, Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019, John A Valentine, John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019, Daniel Galbraith, Bradford Hale, Joseph D. Finney, Christopher J. Stephens and James Morgan Roche for purposes of Section 13(d) of the Securities Exchange Act of 1934. As the Voting Group contains more than ten insiders, see the Form 3 for Baldwin Insurance Group Holdings, LLC filed October 28, 2019 for the securities owned by additional members of the Voting Group.

	/s/ Christopher J. Stephens, as Attorney-in Fact, for Millennial Specialty Holdco, LLC	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for James Morgan Roche	10/28/2019
	** Signature of Reporting Person	Date
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