CEO & Chairman of the Board Burgess Trevor R acquired 43,435,000 shares, disposed of 43,435,000 shares, was granted 1,982,964 shares and disposed of 43,435,000 shares (SEC Form 4)
$NP
Specialty Insurers
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Neptune Insurance Holdings Inc. [ NP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/02/2025 | J(1) | 25,039,000 | D | (1) | 0 | I | Held by Burgess Family SLAT, u/a/d March 26, 2025(2) | ||
| Class A Common Stock | 10/02/2025 | J(1) | 25,039,000 | A | (1) | 25,039,000 | I | Held by Burgess Family SLAT, u/a/d March 26, 2025(2) | ||
| Class A Common Stock | 10/02/2025 | J(3) | 25,039,000 | D | (3) | 0 | I | Held by Burgess Family SLAT, u/a/d March 26, 2025(2) | ||
| Common Stock | 10/02/2025 | J(1) | 17,885,000 | D | (1) | 0 | I | Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025(4) | ||
| Class A Common Stock | 10/02/2025 | J(1) | 17,885,000 | A | (1) | 17,885,000 | I | Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025(4) | ||
| Class A Common Stock | 10/02/2025 | J(3) | 17,885,000 | D | (3) | 0 | I | Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025(4) | ||
| Common Stock | 10/02/2025 | J(1) | 511,000 | D | (1) | 0 | I | Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024(2) | ||
| Class A Common Stock | 10/02/2025 | J(1) | 511,000 | A | (1) | 511,000 | I | Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024(2) | ||
| Class A Common Stock | 10/02/2025 | J(3) | 511,000 | D | (3) | 0 | I | Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024(2) | ||
| Class A Common Stock | 10/02/2025 | A | 1,982,964(5) | A | $0 | 1,982,964 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (6) | 10/02/2025 | J(3) | 25,039,000 | (6) | (6) | Class A Common Stock | 25,039,000 | (6) | 25,039,000 | I | Held by Burgess Family SLAT, u/a/d March 26, 2025(2) | |||
| Class B Common Stock | (6) | 10/02/2025 | J(3) | 17,885,000 | (6) | (6) | Class A Common Stock | 17,885,000 | (6) | 17,885,000 | I | Held by the Trevor R. Burgess Irrevocable Trust of 2020, u/a/d March 24, 2025(4) | |||
| Class B Common Stock | (6) | 10/02/2025 | J(3) | 511,000 | (6) | (6) | Class A Common Stock | 511,000 | (6) | 511,000 | I | Held by the Trevor R. Burgess Revocable Trust, u/a/d September 30, 2024(2) | |||
| Stock Option (right to buy) | $5.495 | 10/02/2025 | J(1) | 5,880,000 | (7) | 11/09/2033 | Common Stock(1) | 5,880,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $5.495 | 10/02/2025 | J(1) | 5,880,000 | (7) | 11/09/2033 | Class A Common Stock(1)(7) | 5,880,000 | $0 | 5,880,000 | D | ||||
| Stock Option (right to buy) | $5.495 | 10/02/2025 | J(1) | 280,000 | (7) | 03/08/2035 | Common Stock(1) | 280,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $5.495 | 10/02/2025 | J(1) | 280,000 | (7) | 03/08/2035 | Class A Common Stock(1)(7) | 280,000 | $0 | 280,000 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to a reclassification exempt under Rule 16b-7, shares of Common Stock were automatically reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Second Amended and Restated Certificate of Incorporation of the Issuer immediately prior to the closing of the Issuer's initial public offering ("IPO"). |
| 2. The Reporting Person is the trustee of the trust. |
| 3. Shares of Class A Common Stock were exchanged with the Issuer for shares of Class B Common Stock on a one-for-one basis pursuant to the Exchange Agreement between the Reporting Person and the Issuer. |
| 4. Jonathan W. Meyer and David J. Rectenwald are Co-Trustees of the trust and may be replaced at the discretion of the Reporting Person. By virtue of his relationship with the trust, the Reporting Person is deemed to have an indirect beneficial interest in the shares held by the trust. The Reporting Person disclaims beneficial ownership of the shares held by the trust. |
| 5. Represents shares of Class A Common Stock underlying an award of time-based restricted stock units ("RSUs"). The RSUs will vest in equal annual installments over three years, beginning on September 30, 2026, subject to the continuous service of the Reporting Person through each vesting date. Each share of Class A Common Stock received upon the settlement of the RSU may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock. |
| 6. Each outstanding share of Class B Common Stock is convertible into one share of the Issuer's Class A common stock at any time, (i) at the option of the Reporting Person, (ii) automatically upon any transfer, whether or not for value (except for certain permitted transfers), or (iii) upon the occurrence of certain events or conditions, as described further in the Issuer's Second Amended and Restated Certificate of Incorporation. |
| 7. The stock option fully vested upon the closing of (and became exercisable in connection with) the IPO. Each share of Class A Common Stock received upon the exercise of the stock option may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock. |
| /s/ James Steiner, by power of attorney | 10/03/2025 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||