SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

BRP GROUP, INC.

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

05589G102

(CUSIP Number)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

L. Lowry Baldwin

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

16,451,478 (1)

   6.   

Shared Voting Power

 

14,679,499 (2)

   7.   

Sole Dispositive Power

 

16,451,478 (1)

   8.   

Shared Dispositive Power

 

0 (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

31,130,977 shares of Class A Common Stock (1)(2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

40.7% (3)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

The total number of shares reported by L. Lowry Baldwin is equal to 16,451,478 shares that are owned by Baldwin Insurance Group Holdings, LLC, an entity controlled by L. Lowry Baldwin.

(2)

As more fully described in Item 4 of this Schedule 13G, L. Lowry Baldwin may be deemed to beneficially own, as a result of certain voting covenants on matters submitted to the Issuer’s common stockholders pursuant to the Voting Agreement (as defined below), an aggregate of 14,679,499 shares of Class A common stock that are beneficially owned by the Reporting Persons. Capitalized terms used herein are defined in Items 2(a) or 4 below.

(3)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Baldwin Insurance Group Holdings, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

16,451,478

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

16,451,478

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,451,478 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

26.4% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Millennial Specialty Holdco, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Florida

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

4,285,714

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

4,285,714

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,285,714 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.6% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Elizabeth H. Krystyn

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

2,340,876 (2)

   7.   

Sole Dispositive Power

 

2,340,876

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,340,876 shares of Class A Common Stock (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

4.9% (1)(2)

12.  

Type of Reporting Person (See Instructions)

 

IN, OO (Trustee)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.

(2)

The total number of shares reported by Elizabeth H. Krystyn includes 270,511 shares owned by The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Dated September 30, 2019 (as otherwise reported herein), 294,009 shares owned by The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Dated September 30, 2019 (as otherwise reported herein), and 44,358 shares owned by Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (as otherwise reported herein).


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Dated September 30, 2019

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

270,511

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

270,511

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

270,511 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.6% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Dated September 30, 2019

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

294,009

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

294,009

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

294,009 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.6% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

44,358

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

44,358

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

44,358 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.1% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Laura R. Sherman

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

2,540,875 (2)

   7.   

Sole Dispositive Power

 

2,540,875

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,540,875 shares of Class A Common Stock (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

5.3% (1)(2)

12.  

Type of Reporting Person (See Instructions)

 

IN, OO (Trustee)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.

(2)

The total number of shares reported by Laura R. Sherman includes 135,247 shares owned by The Laura R. Sherman GRAT 2019-1, Dated September 30, 2019 (as otherwise reported herein), 73,501 shares owned by The Laura R. Sherman GRAT 2019-2, Dated September 30, 2019 (as otherwise reported herein) and 19,906 shares owned by The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020 (as otherwise reported herein).


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

The Laura R. Sherman GRAT 2019-1, Dated September 30, 2019

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

135,247

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

135,247

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

135,247 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.3% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

The Laura R. Sherman GRAT 2019-2, Dated September 30, 2019

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

73,501

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

73,501

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

73,501 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.2% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

19,906

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

19,906

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

19,906 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.0% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Trevor L. Baldwin

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

141,743

   7.   

Sole Dispositive Power

 

141,743

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

141,743 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.3% (1)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Kristopher A. Wiebeck

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,529,895 (2)

   7.   

Sole Dispositive Power

 

1,529,895

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,529,895 shares of Class A Common Stock (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

3.2% (1)(2)

12.  

Type of Reporting Person (See Instructions)

 

IN, OO (Trustee)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.

(2)

The total number of shares reported by Kristopher A. Wiebeck includes 431,427 shares owned by The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 (as otherwise reported herein) and 44,250 shares owned by Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 20, 2020 (as otherwise reported herein).


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, Dated September 30, 2019

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

431,427

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

431,427

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

431,427 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.9% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 30, 2020

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

44,250

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

44,250

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

44,250 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.1% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

John A. Valentine

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,328,308 (2)

   7.   

Sole Dispositive Power

 

1,328,308

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,328,308 shares of Class A Common Stock (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.8% (1)(2)

12.  

Type of Reporting Person (See Instructions)

 

IN, OO (Trustee)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.

(2)

The total number of shares reported by John A. Valentine includes 179,582 shares owned by The John A. Valentine 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 (as otherwise reported herein) and 10,744 shares owned by The John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (as otherwise reported herein).


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

The John A. Valentine 2019 Grantor Retained Annuity Trust, Dated September 30, 2019

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

179,582

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

179,582

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

179,582 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.4% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

10,744

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

10,744

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,744 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.0% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Daniel A. Galbraith

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,387,311

   7.   

Sole Dispositive Power

 

1,387,311 (2)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,387,311 shares of Class A Common Stock (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

2.9% (1)(2)

12.  

Type of Reporting Person (See Instructions)

 

IN, OO (Trustee)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.

(2)

The total number of shares reported by Daniel A. Galbraith includes 108,578 shares owned by Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (as otherwise reported herein).


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  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

 

0

   6.   

Shared Voting Power

 

108,578

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

108,578

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

108,578 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.2% (1)

12.  

Type of Reporting Person (See Instructions)

 

OO (Trust)

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Bradford L. Hale

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

127,171

   7.   

Sole Dispositive Power

 

127,171

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

127,171 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.3% (1)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Joseph D. Finney

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

372,852

   7.   

Sole Dispositive Power

 

372,852

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

372,852 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.8% (1)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Christopher J. Stephens

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

71,430

   7.   

Sole Dispositive Power

 

71,430

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,430 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.2% (1)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

James M. Roche

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

266,700

   7.   

Sole Dispositive Power

 

266,700

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

266,700 shares of Class A Common Stock

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.6% (1)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Highland Risk Services LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

286,624 (1)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

286,624

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

286,624 shares of Class A Common Stock (1)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.6% (1)(2)

12.  

Type of Reporting Person (See Instructions)

 

OO

 

(1)

Highland is wholly owned by Brian G. Daly. Therefore, Brian G. Daly, who is not a party to the Voting Agreement, may be deemed to have beneficial ownership over the shares held by Highland.

(2)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


CUSIP No. 05589G102

 

  1.   

Names of Reporting Persons.

 

Brian G. Daly

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

286,624 (1)

   7.   

Sole Dispositive Power

 

286,624

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

286,624 shares of Class A Common Stock (1)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.6% (1)(2)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

The total amount of 286,624 shares reported by Brian G. Daly are owned by Highland, of which Brian G. Daly is the managing member. Therefore, Brian G. Daly, who is not a party to the Voting Agreement, may be deemed to have beneficial ownership over the shares held by Highland.

(2)

Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021.


ITEM 1.

(a)     Name of Issuer: BRP Group, Inc. (the “Issuer”)

 

  (b)

Address of Issuer’s Principal Executive Offices:

4211 W. Boy Scout Blvd.

Suite 800

Tampa, Florida 33607

 

ITEM 2.

(a)     Name of Person Filing:

This Schedule 13G is being filed by:

 

  1.

L. Lowry Baldwin

 

  2.

Baldwin Insurance Group Holdings, LLC

 

  3.

Millennial Specialty Holdco, LLC

 

  4.

Elizabeth H. Krystyn

 

  5.

The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Dated September 30, 2019

 

  6.

The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Dated September 30, 2019

 

  7.

Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020

 

  8.

Laura R. Sherman

 

  9.

The Laura R. Sherman GRAT 2019-1, Dated September 30, 2019

 

  10.

The Laura R. Sherman GRAT 2019-2, Dated September 30, 2019

 

  11.

The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020

 

  12.

Trevor L. Baldwin

 

  13.

Kristopher A. Wiebeck

 

  14.

The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, Dated September 30, 2019

 

  15.

Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 30, 2020

 

  16.

John A. Valentine

 

  17.

The John A. Valentine 2019 Grantor Retained Annuity Trust, Dated September 30, 2019

 

  18.

John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020

 

  19.

Daniel A. Galbraith

 

  20.

Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020

 

  21.

Bradford L. Hale

 

  22.

Joseph D. Finney

 

  23.

Christopher J. Stephens

 

  24.

James M. Roche

 

  25.

Highland Risk Services LLC (“Highland”)

 

  26.

Brian G. Daly

The foregoing entities and persons are referred to collectively as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The amended and restated joint filing agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1.


  (b)

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

The principal office and business address of the Reporting Persons is 4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607.

 

  (c)

Citizenship or Place of Organization:

See row 4 of the cover sheet of the Reporting Person.

 

  (d)

Title of Class of Securities:

This Schedule 13G relates to the Issuer’s Class A common stock, par value $0.01 per share.

 

  (e)

CUSIP Number:

05589G102

 

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

Not applicable.

 

ITEM 4.

OWNERSHIP.

The information required by Item 4 is set forth in rows 5 – 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

In connection with the closing of the Issuer’s initial public offering (the “IPO”), the Reporting Persons (other than Highland and Brian G. Daly, in his individual capacity) entered into a voting agreement (the “Voting Agreement”) pursuant to which they agreed to vote all their shares of voting stock, including Class A common stock and Class B common stock, in accordance with the instructions of L. Lowry Baldwin on any matter submitted to the common stockholders of the Issuer for a vote. On February 14, 2020, the Voting Agreement was amended and restated to add Highland as a party.

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

 

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.

Not applicable.


EXHIBIT INDEX

 

Exhibit 24.1    Power of Attorney for L. Lowry Baldwin (incorporated by reference to Exhibit 2.1 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.2    Power of Attorney for Baldwin Insurance Group Holdings, LLC (incorporated by reference to Exhibit 2.2 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.3    Power of Attorney for Millennial Specialty Holdco, LLC (incorporated by reference to Exhibit 2.3 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.4    Power of Attorney for Elizabeth H. Krystyn (incorporated by reference to Exhibit 2.4 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.5    Power of Attorney for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 (incorporated by reference to Exhibit 2.5 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.6    Power of Attorney for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 (incorporated by reference to Exhibit 2.6 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.7    Power of Attorney for Laura R. Sherman (incorporated by reference to Exhibit 2.7 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.8    Power of Attorney for Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 (incorporated by reference to Exhibit 2.8 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.9    Power of Attorney for Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 (incorporated by reference to Exhibit 2.9 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.10    Power of Attorney for Trevor L. Baldwin (incorporated by reference to Exhibit 2.10 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.11    Power of Attorney for Kristopher Wiebeck (incorporated by reference to Exhibit 2.11 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.12    Power of Attorney for Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 (incorporated by reference to Exhibit 2.12 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.13    Power of Attorney for John A. Valentine (incorporated by reference to Exhibit 2.13 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.14    Power of Attorney for John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 (incorporated by reference to Exhibit 2.14 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.15    Power of Attorney for Dan Galbraith (incorporated by reference to Exhibit 2.15 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.16    Power of Attorney for Bradford L. Hale (incorporated by reference to Exhibit 2.16 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.17    Power of Attorney for Joseph D. Finney (incorporated by reference to Exhibit 2.17 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.18    Power of Attorney for James M. Roche (incorporated by reference to Exhibit 2.18 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).


Exhibit 24.19    Power of Attorney for Highland Risk Services LLC (incorporated by reference to Exhibit 2.19 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.20    Power of Attorney for Brian Daly (incorporated by reference to Exhibit 2.20 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020).
Exhibit 24.21    Power of Attorney for Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (filed herewith).
Exhibit 24.22    Power of Attorney for The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020 (filed herewith).
Exhibit 24.23    Power of Attorney for Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (filed herewith).
Exhibit 24.24    Power of Attorney for John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (filed herewith).
Exhibit 24.25    Power of Attorney for Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (filed herewith).
Exhibit 99.1    Amended and Restated Joint Filing Agreement (filed herewith).


SIGNATURES

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.

Dated: February 12, 2021

 

1.   *
  L. Lowry Baldwin
2.   *
  Baldwin Insurance Group Holdings, LLC
3.   *
  Millennial Specialty Holdco, LLC
4.   *
  Elizabeth H. Krystyn
5.   *
  The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Dated September 30, 2019
6.   *
  The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Dated September 30, 2019
7.   *
  Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020
8.   *
  Laura R. Sherman
9.   *
  The Laura R. Sherman GRAT 2019-1, Dated September 30, 2019
10.   *
  The Laura R. Sherman GRAT 2019-2, Dated September 30, 2019
11.   *
  The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020
12.   *
  Trevor L. Baldwin


13.   *
  Kristopher A. Wiebeck
14.   *
  The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, Dated September 30, 2019
15.   *
  Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 30, 2020
16.   *
  John A. Valentine
17.   *
  The John A. Valentine 2019 Grantor Retained Annuity Trust, Dated September 30, 2019
18.   *
  John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020
19.   *
  Daniel A. Galbraith
20.   *
  Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020
21.   *
  Bradford L. Hale
22.   *
  Joseph D. Finney
23.   /s/ Christopher J. Stephens
  Christopher J. Stephens
24.   *
 

James M. Roche


25.   *
  Highland Risk Services LLC
26.   *
  Brian G. Daly
*By   /s/ Christopher J. Stephens
 

Christopher J. Stephens

Attorney-in-Fact

EX-24.21

Exhibit 24.21

LIMITED POWER OF ATTORNEY

February 12, 2021

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

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”);

 

2.

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

 

3.

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.

The undersigned acknowledges that:

 

1.

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;

 

2.

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;

 

3.

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

 

4.

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.


This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

CHRISTOPHER J. STEPHENS
By:   /s/ Christopher J. Stephens
  Name: Christopher J. Stephens


ELIZABETH H. KRYSTYN 2020 GRANTOR
RETAINED ANNUITY TRUST, DATED
SEPTEMBER 30, 2020

By:

 

/s/ Elizabeth H. Krystyn

 

Name: Elizabeth H. Krystyn

 

Title: Sole Trustee

EX-24.22

Exhibit 24.22

LIMITED POWER OF ATTORNEY

February 12, 2021

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

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”);

 

2.

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

 

3.

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.

The undersigned acknowledges that:

 

1.

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;

 

2.

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;

 

3.

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

 

4.

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.


This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

CHRISTOPHER J. STEPHENS

By:

 

/s/ Christopher J. Stephens

 

Name: Christopher J. Stephens


THE LAURA R. SHERMAN GRAT 2020-1, DATED SEPTEMBER 30, 2020

By:

 

/s/ Laura R. Sherman

 

Name: Laura R. Sherman

 

Title: Sole Trustee

 

EX-24.23

Exhibit 24.23

LIMITED POWER OF ATTORNEY

February 12, 2021

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

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”);

 

2.

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

 

3.

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.

The undersigned acknowledges that:

 

1.

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;

 

2.

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;

 

3.

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

 

4.

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.


This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

CHRISTOPHER J. STEPHENS

By:

 

/s/ Christopher J. Stephens

 

Name: Christopher J. Stephens


KRISTOPHER A. WIEBECK 2020 GRANTOR
RETAINED ANNUITY TRUST, DATED
SEPTEMBER 30, 2020

By:

 

/s/ Kristopher A. Wiebeck

 

Name: Kristopher A. Wiebeck

 

Title: Sole Trustee

 

EX-24.24

Exhibit 24.24

LIMITED POWER OF ATTORNEY

February 12, 2021

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

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”);

 

2.

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

 

3.

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.

The undersigned acknowledges that:

 

1.

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;

 

2.

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;

 

3.

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

 

4.

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.


This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

CHRISTOPHER J. STEPHENS
By:   /s/ Christopher J. Stephens
  Name: Christopher J. Stephens


JOHN A. VALENTINE 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020
By:   /s/ John A. Valentine
  Name: John A. Valentine
  Title: Sole Trustee
EX-24.25

Exhibit 24.25

LIMITED POWER OF ATTORNEY

February 12, 2021

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

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”);

 

2.

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

 

3.

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.

The undersigned acknowledges that:

 

1.

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;

 

2.

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;

 

3.

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

 

4.

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.


This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

CHRISTOPHER J. STEPHENS
By:   /s/ Christopher J. Stephens
  Name: Christopher J. Stephens


DANIEL A. GALBRAITH 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020
By:   /s/ Daniel A. Galbraith
 

Name: Daniel A. Galbraith

Title: Sole Trustee

EX-99.1

Exhibit 99.1

AMENDED AND RESTATED

JOINT FILING AGREEMENT

February 12, 2021

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) this joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of BRP Group, Inc., par value $0.01 per share, and (ii) that this Amended and Restated Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.

This Amended and Restated Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

L. LOWRY BALDWIN
By:   /s/ L. Lowry Baldwin
  Name: L. Lowry Baldwin
BALDWIN INSURANCE GROUP HOLDINGS, LLC
By:   /s/ L. Lowry Baldwin
  Name: L. Lowry Baldwin
  Title: Manager
MILLENNIAL SPECIALTY HOLDCO, LLC
By:   /s/ James M. Roche
  Name: James M. Roche
  Title: Managing Partner
ELIZABETH H. KRYSTYN
By:   /s/ Elizabeth H. Krystyn
  Name: Elizabeth H. Krystyn
ELIZABETH H. KRYSTYN 2019 GRANTOR RETAINED ANNUITY TRUST I DATED SEPTEMBER 30, 2019
By:   /s/ Elizabeth H. Krystyn
  Name: Elizabeth H. Krystyn
  Title: Sole Trustee
ELIZABETH H. KRYSTYN 2019 GRANTOR RETAINED ANNUITY TRUST II DATED SEPTEMBER 30, 2019
By:   /s/ Elizabeth H. Krystyn
  Name: Elizabeth H. Krystyn
  Title: Sole Trustee


ELIZABETH H. KRYSTYN 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020
By:   /s/ Elizabeth H. Krystyn
  Name: Elizabeth H. Krystyn
  Title: Sole Trustee
LAURA R. SHERMAN
By:   /s/ Laura R. Sherman
  Name: Laura R. Sherman
LAURA R. SHERMAN GRAT 2019-1 DATED SEPTEMBER 30, 2019
By:   /s/ Laura R. Sherman
  Name: Laura R. Sherman
  Title: Sole Trustee
LAURA R. SHERMAN GRAT 2019-2 DATED SEPTEMBER 30, 2019
By:   /s/ Laura R. Sherman
  Name: Laura R. Sherman
  Title: Sole Trustee
THE LAURA R. SHERMAN GRAT 2020-1, DATED SEPTEMBER 30, 2020
By:   /s/ Laura R. Sherman
  Name: Laura R. Sherman
  Title: Sole Trustee
TREVOR L. BALDWIN
By:   /s/ Trevor L. Baldwin
  Name: Trevor L. Baldwin


KRISTOPHER A. WIEBECK
By:   /s/ Kristopher A. Wiebeck
  Name: Kristopher A. Wiebeck
KRISTOPHER A. WIEBECK 2019 GRANTOR RETAINED ANNUITY TRUST DATED
SEPTEMBER 30, 2019
By:   /s/ Kristopher A. Wiebeck
  Name: Kristopher A. Wiebeck
  Title: Sole Trustee
KRISTOPHER A. WIEBECK 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020
By:   /s/ Kristopher A. Wiebeck
  Name: Kristopher A. Wiebeck
  Title: Sole Trustee
JOHN A. VALENTINE
By:   /s/ John A. Valentine
  Name: John A. Valentine
JOHN A. VALENTINE 2019 GRANTOR RETAINED ANNUITY TRUST DATED SEPTEMBER 30, 2019
By:   /s/ John A. Valentine
  Name: John A. Valentine
  Title: Sole Trustee


JOHN A. VALENTINE 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020
By:   /s/ John A. Valentine
  Name: John A. Valentine
  Title: Sole Trustee
DANIEL A. GALBRAITH
By:   /s/ Daniel A. Galbraith
  Name: Daniel A. Galbraith
DANIEL A. GALBRAITH 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020
By:   /s/ Daniel A. Galbraith
  Name: Daniel A. Galbraith
  Title: Sole Trustee
BRADFORD L. HALE
By:   /s/ Bradford L. Hale
  Name: Bradford L. Hale
JOSEPH D. FINNEY
By:   /s/ Joseph D. Finney
  Name: Joseph D. Finney
CHRISTOPHER J. STEPHENS
By:   /s/ Christopher J. Stephens
  Name: Christopher J. Stephens
JAMES ROCHE
By:   /s/ James M. Roche
  Name: James M. Roche


HIGHLAND RISK SERVICES LLC
By:   /s/ Brian G. Daly
  Name: Brian G. Daly
  Title: President
BRIAN G. DALY
By:   /s/ Brian G. Daly
  Name: Brian G. Daly