SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO §240.13D-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
BRP Group, Inc. - A
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05589G102
(CUSIP Number)
October 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*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.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
| CUSIP No. 05589G102 | 13G | Page 2 of 11 |
| 1. | NAME OF REPORTING PERSONS | |
| TIAA-CREF Investment Management, LLC | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) o |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER | 731,500 | |
| 6. | SHARED VOTING POWER | 0 | |
| 7. | SOLE DISPOSITIVE POWER | 731,500 | |
| 8. | SHARED DISPOSITIVE POWER | 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 731,500 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 4.46% | |
| 12. | TYPE OF REPORTING PERSON |
| IA |
| CUSIP No. 05589G102 | 13G | Page 3 of 11 |
| 1. | NAME OF REPORTING PERSONS | |
| Teachers Advisors, LLC | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) o | ||
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER | 1,018,500 | |
| 6. | SHARED VOTING POWER | 0 | |
| 7. | SOLE DISPOSITIVE POWER | 1,018,500 | |
| 8. | SHARED DISPOSITIVE POWER | 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,018,500 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 6.21% | |
| 12. | TYPE OF REPORTING PERSON |
| IA | |
| CUSIP No. 05589G102 | 13G | Page 4 of 11 |
| 1. | NAME OF REPORTING PERSONS | |
| TIAA-CREF Mid-Cap Value Fund | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) o | ||
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| New York |
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER | 0 | |
| 6. | SHARED VOTING POWER | 1,004,547 | |
| 7. | SOLE DISPOSITIVE POWER | 0 | |
| 8. | SHARED DISPOSITIVE POWER | 1,004,547 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,004,547 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 6.125% | |
| 12. | TYPE OF REPORTING PERSON |
| IV | |
| CUSIP No. 05589G102 | 13G | Page 5 of 11 |
| 1. | NAME OF REPORTING PERSONS |
| Nuveen Asset Management, LLC | 27-4357327 | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) o | ||
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
| 5. | SOLE VOTING POWER | 448,139 | |
| 6. | SHARED VOTING POWER | 0 | |
| 7. | SOLE DISPOSITIVE POWER | 448,139 | |
| 8. | SHARED DISPOSITIVE POWER | 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 448,139 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 2.733% | |
| 12. | TYPE OF REPORTING PERSON |
| IA | |
| CUSIP No. 05589G102 | 13G | Page 6 of 11 |
| Item 1(a). | NAME OF ISSUER: |
| BRP Group, Inc. - A |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
| 4010 W. Boy Scout Blvd. Suite 200 Tampa, FL 33607 |
| Items 2(a)-2(c). | NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING: |
| TIAA-CREF Investment Management, LLC (“TCIM”) | |
| 730 Third Avenue | |
| New York, NY 10017-3206 | |
| Citizenship: Delaware | |
| Teachers Advisors, LLC (“TAL”) | |
| 730 Third Avenue | |
| New York, NY 10017-3206 | |
| Citizenship: Delaware | |
| TIAA-CREF Mid-Cap Value Fund (“TC IMCV”) | |
| 730 Third Avenue | |
| New York, NY 10017-3206 | |
| Citizenship: New York |
| CUSIP No. 05589G102 | 13G | Page 7 of 11 |
| Nuveen Asset Management, LLC (“NAM”) | |
| 333 W. Wacker Drive | |
| Chicago, IL 60606 | |
| Citizenship: Delaware |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock |
| Item 2(e). | CUSIP NUMBER: 05589G102 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: |
TCIM
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
TAL
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance |
| CUSIP No. 05589G102 | 13G | Page 8 of 11 |
| Act. | ||
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
TC IMCV
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | x | Investment Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
NAM
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| CUSIP No. 05589G102 | 13G | Page 9 of 11 |
If this statement is filed pursuant to Rule 13d-1(c), check this box. o
| Item 4. | OWNERSHIP |
| (a) | Aggregate amount beneficially owned: | 2,198,139 (See Exhibit A attached) | |
| (b) | Percent of class: | 13.403% | |
| (c) | Number of shares as to which person has: |
| TCIM | TAL | TC IMCV | NAM | |
| Sole Voting Power: | 731,500 | 1,018,500 | 0 | 448,139 |
| Shared Voting Power: | 0 | 0 | 1,004,547 | 0 |
| Sole Dispositive Power: | 731,500 | 1,018,500 | 0 | 448,139 |
| Shared Dispositive Power: | 0 | 0 | 1,004,547 | 0 |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| See Exhibit A attached | |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not Applicable | |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not Applicable | |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not Applicable | |
| Item 10. | CERTIFICATIONS. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or |
| CUSIP No. 05589G102 | 13G | Page 10 of 11 |
| influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with nomination under §240.14a-11 | |
| SIGNATURE. | |
| After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. | |
| Date: November 12, 2019 |
| TIAA-CREF INVESTMENT MANAGEMENT, LLC | |
| By: /s/ Stuart R. Brunet | |
| Stuart Brunet, Managing Director, | |
| Chief Compliance Officer | |
| TEACHERS ADVISORS, LLC | |
| By: /s/ Stuart R. Brunet | |
| Stuart Brunet, Managing Director, | |
| Chief Compliance Officer | |
| TEACHERS ADVISORS, LLC on behalf of the TIAA-CREF MID-CAP VALUE FUND | |
| By: /s/ Stuart R. Brunet | |
| Stuart Brunet, Managing Director, | |
| Chief Compliance Officer |
| NUVEEN ASSET MANAGEMENT, LLC | |
| By: /s/ Diane S. Meggs | |
| Diane S. Meggs | |
| Chief Compliance Officer |
| CUSIP No. 05589G102 | 13G | Page 11 of 11 |
EXHIBIT A
ITEM 6. OWNERSHIP.
TIAA-CREF Investment Management, LLC (“TCIM”) is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 731,500 shares of Issuer’s common stock owned by CREF. Teachers Advisors, LLC (“TAL”) is the investment adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”), and TIAA Separate Account VA-1 (“VA-1”), as well as one or more separately managed accounts of Advisors (collectively, the “Separate Accounts”), and may be deemed to be a beneficial owner of 1,018,500 shares of Issuer’s common stock owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts. Nuveen Asset Management, LLC (“NAM”), is a registered investment adviser affiliated with TCIM and TAL. NAM may be deemed to be a beneficial owner of 448,139 shares of Issuer’s common stock. TCIM, TAL, and NAM are reporting their combined holdings for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer.