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* PWP VoteCo Professionals LP (Last) (First) (Middle) 767 5TH AVENUE (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/31/2023	3. Issuer Name and Ticker or Trading Symbol Perella Weinberg Partners [ PWP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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)

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-1 Common Stock(1)(2)	(3)	(3)	Class A Common Stock	40,467.075	(3)	D

Explanation of Responses:

1. PWP Professional Partners LP ("Professional Partners") is an aggregator partnership through which certain partners hold interests in PWP Holdings LP ("PWP OpCo"), the entity through which Perella Weinberg Partners (the "Issuer") holds its advisory business. On December 31, 2023 (the "Effective Date"), as part of an internal reorganization and in accordance with Section 17-220 of the Delaware Revised Uniform Limited Partnership Act (the "Act"), Professional Partners was divided into: (i) PWP VoteCo Professionals LP ("VoteCo Professionals"), (ii) PWP AdCo Professionals LP ("AdCo Professionals") and (iii) Professional Partners, which is the "surviving partnership" under the Act (the "Division").

2. Professional Partners changed its name to PWP AmCo Professionals LP ("AmCo Professionals") in connection with the Division. In the Division, (i) 40,467,075 shares of Issuer Class B-1 common stock ("Class B-1 Shares") previously held by Professional Partners were allocated to the Reporting Person, a Delaware limited partnership, and (ii) 40,467,075 PWP OpCo Units (as defined below) previously held by Professional Partners were allocated to AdCo Professionals. This Division did not involve any purchase or sale of Issuer securities.

3. PWP OpCo Common Units (which represent Class A partnership units of PWP Holdings LP) ("PWP OpCo Units") held by AdCo Professionals and partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP Holdings LP unitholder ("Unitholder"), such Unitholder will be required to surrender to the Issuer a number of Class B-1 Shares equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share. VoteCo Professionals will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange.

Remarks:

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed a director by deputization with respect to the Issuer by virtue of the Reporting Person's right to designate a majority of the Issuer's board of directors, subject to certain conditions, pursuant to the Stockholder's Agreement, dated June 24, 2021, by and between the Issuer and the Reporting Person.

	/s/ Mark Polemeni, as Authorized Person	01/09/2024
	** 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).
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