SEC FORM 3 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*
Heppner Brad K

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4850

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/07/2023
3. Issuer Name and Ticker or Trading Symbol
Beneficient [ BENF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. 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 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 A Common Stock 1,496,466(1)(2)(3) D
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
Class B Common Stock (4) (4) Class A Common Stock 17,719,483 (4) I See Footnotes(5)(6)
BCH Class S Ordinary Units (7)(8) (7)(8) Class A Common Stock 6,550,064 (7)(8) I See Footnotes(5)(6)
BCH Class S Preferred Units (9) (9) BCH Class S Ordinary Units(7)(8) 25,888 (9) I See Footnotes(5)(6)
BCH A-0 Units Accounts (10) (10) BCH Class S Ordinary Units(7)(8) 19,644,078(11) (10) I See Footnotes(5)(6)
BCH A-1 Units Accounts (12) (12) BCH Class S Ordinary Units(7)(8) 61,339,318(13) (12) I See Footnotes(5)(6)
Explanation of Responses:
1. Includes 1,423,427 shares of Class A common stock, par value $0.001 ("Class A Shares"), of Beneficient, a Nevada corporation (the "Issuer"), issuable upon the settlement of an award of 1,138,742 restricted equity units ("REUs") granted to Brad K. Heppner (the "Reporting Person") pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan ("2018 Equity Incentive Plan"). Such award of REUs to the Reporting Person fully vested on the date of grant, April 25, 2019.
2. Includes 18,750 Class A Shares issuable upon settlement of an award of 15,000 REUs granted to the Reporting Person pursuant to the 2018 Equity Incentive Plan on April 25, 2019. Such award of REUs to the Reporting Person vested 25% on the date of grant, and the remaining 75% in three equal annual installments on April 25th of each subsequent calendar year.
3. Includes 54,289 Class A Shares issuable upon settlement of an award of 43,431 REUs granted to the Reporting Person pursuant to the 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the Reporting Person shall vest 40% on June 8, 2023, and the remaining 60% in three equal annual installments on April 1st of each subsequent calendar year.
4. Each share of Class B common stock, $0.001 par value ("Class B Shares"), of the Issuer is convertible into Class A Shares on a one-for-one basis (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's articles of incorporation. The Class B Shares are convertible on June 7, 2023, and do not expire.
5. Represents securities directly held by Beneficient Holdings, Inc., a Delaware corporation ("BHI"). The voting and economic shares of BHI are 100% owned by The Highland Business Holdings Trust ("HBH") and therefore, HBH may be deemed to have beneficial ownership of any securities directly held by BHI. The Reporting Person is a director of BHI as well as both a beneficiary and a trustee of HBH and, in such capacity, may be deemed to have the power to vote and direct the disposition of any securities held by HBH or BHI. The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities directly held by BHI or HBH that are covered by this statement.
6. (Continued from footnote 4) The Reporting Person disclaims beneficial ownership of any securities directly held by BHI or HBH that are covered by this statement, except to the extent of the pecuniary interest of the Reporting Person in such securities.
7. In accordance with the terms of the Beneficient Company Holdings, L.P., a Delaware limited partnership ("BCH"), Eighth Amended and Restated Limited Partnership Agreement (as amended, the "BCH Eighth A&R LPA") adopted on June 7, 2023, and an Exchange Agreement, dated June 7, 2023, by and among the Issuer, BCH, and Beneficient Company Group, L.L.C., a Delaware limited liability company ("Ben LLC"), the Class S Ordinary Units of BCH ("BCH Class S Ordinary Units") may be exchanged, on a one-for-one basis, for Class A Shares upon the election of the holder of such BCH Class S Ordinary Units. The holder of such BCH Class S Ordinary Units must provide not less than sixty-one (61) days prior notice ("Notice") of the exchange to both the Issuer and Ben LLC, which shall occur on the later of (A) the expiration of such sixty-one (61) day Notice period, unless waived;
8. (Continued from footnote 6) (B) the third business day after the date of the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided; or (C) the first day following the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided that directors and executive officers of the Issuer are permitted to trade under the applicable policies of Issuer relating to trading by directors and executive officers. The BCH Class S Ordinary Units are, subject to the Notice period, convertible as of June 7, 2023, and do not expire.
9. In accordance with the terms of the BCH Eighth A&R LPA, Class S Preferred Units of BCH ("BCH Class S Preferred Units") may be converted on a quarterly basis into BCH Class S Ordinary Units at a rate of 1 BCH Class S Ordinary Unit per 1.2 BCH Class S Preferred Unit converted. The BCH Class S Preferred Units are convertible on June 7, 2023, and do not expire.
10. In accordance with the terms of the BCH Eighth A&R LPA, the capital account balance of Preferred Series A Subclass 0 Unit Accounts of BCH ("BCH Preferred A-0 Unit Accounts") may be freely converted into BCH Class S Ordinary Units. Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the capital account balance associated with the BCH Preferred A-0 Unit Accounts being converted divided by a price equal to, the average of (i) $10.50, and (ii) the volume-weighted average closing price of Class A Shares for the twenty (20) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $10.50 (as applicable, the "A-0 Conversion Price"). The BCH Preferred A-0 Unit Accounts are convertible on June 7, 2023, and do not expire.
11. Represents BCH Class S Ordinary Units issuable upon the conversion of the capital account balance of such BCH Preferred A- 0 Unit Accounts, assuming an A-0 Conversion Price of $10.50 in capital account balance of such BCH Preferred A-0 Unit Account per BCH Class S Ordinary Unit.
12. In accordance with the BCH Eighth A&R LPA, at any time on or after January 1, 2025, the capital account balance of Preferred Series A Subclass 1 Unit Accounts of BCH ("BCH Preferred A-1 Unit Accounts") may be freely converted into BCH Class S Ordinary Units, subject to a 20% annual conversion limit until December 31, 2029, unless the conversion price for the BCH Preferred A-1 Unit Accounts equals or exceeds $18.00 after January 1, 2025. Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the capital account balance associated with the BCH Preferred A-1 Unit Accounts being converted divided by a price equal to the average closing price of Class A Shares for the thirty (30) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $10.50 (as applicable, the "A-1 Conversion Price"). The BCH Preferred A-1 Unit Accounts are convertible on June 7, 2023, and do not expire.
13. Represents BCH Class S Ordinary Units issuable upon the conversion of the capital account balance of such BCH Preferred A-1 Unit Accounts, assuming an A-1 Conversion Price of $10.50 in capital account balance such BCH Preferred A-1 Unit Account per BCH Class S Ordinary Unit.
Remarks:
Chief Executive Officer, Chairman of the Board of Directors Exhibit 24: Power of Attorney
/s/ David B. Rost Attorney-in-fact for Brad K. Heppner 06/07/2023
** 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 5 (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.
    Power of Attorney Regarding Section 16 Filing Obligations and Form 144
                              Compliance

Know all by these presents, that the undersigned hereby constitutes and
appoints each of James Silk and David Rost, or either of them acting singly and
with full power of substitution, the undersigned's true and lawful attorney-in-
fact to:

        1.        execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director or both of Beneficient, a
Nevada corporation (the "Company"), Forms 3, 4 and 5 (and any amendments
thereto) in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules thereunder and any Notice
of Proposed Sale of Securities on Form 144 (and any amendments thereto) in
accordance with Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act");

        2.        do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, complete and execute any amendments thereto, and timely
file such form with the U.S. Securities and Exchange Commission (the "SEC") and
any securities exchange or similar authority, including without limitation the
filing of a Form ID or any other documents necessary or appropriate to enable
the undersigned to file the Forms 3, 4 and 5 and Form 144 electronically with
the SEC, including, for the avoidance of doubt, obtaining, managing, renewing
and otherwise communicating with the SEC with respect to any SEC EDGAR Filer
Access Codes ("EDGAR Codes"), as applicable, and that solely for the purposes
of the obtainment and management of any EDGAR Codes, the undersigned hereby
also constitutes and appoints Matthew Fry, Logan Weissler and Alexa Cooper as,
or either of them acting singly and with full power of substitution, the
undersigned's true and lawful attorney-in-fact; and

        3.        take any other action in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by or for, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of Attorney shall be in such
form and shall contain such information and disclosure as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

                  The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever required, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Limited Power of Attorney and
the rights and powers herein granted.

                  The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request and on the behalf of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with, or any liability for the failure
to comply with, any provision of Section 16 of the Exchange Act or any
provision of Rule 144 under the Securities Act.

                  This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4 or 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to each of the foregoing attorneys-in-fact.

                       [signature page follows]

        IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 30th day of May 2023.

                                   Signed and acknowledged:

                                   /s/ Bradley K. Heppner
                                   -------------------------------
                                   Bradley K. Heppner