SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on May 15, 2026
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13G | |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| |
Forgent Power Solutions, Inc. (Name of Issuer) | |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) | |
| |
03/31/2026 (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)
|
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Neos Partners, LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
205,528,889.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
67.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8, 9: Includes 145,218,850 shares of the Issuer's Class A Common Stock, par value $0.00001 per share (the "Class A Common Stock") and 60,310,039 Opco LLC Interests (as defined in the Second Amended & Restated Limited Liability Company Agreement of Forgent Power Solutions LLC, dated as of February 4, 2026 (the "LLCA")), which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 304,428,889 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 60,310,039 shares of Class A Common Stock underlying the Opco LLC Interests held by the Reporting Persons.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Neos Partners GP, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
205,528,889.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
67.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 6, 8, 9: Includes 145,218,850 shares of Class A Common Stock and 60,310,039 Opco LLC Interests, which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 304,428,889 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 60,310,039 shares of Class A Common Stock underlying the Opco LLC Interests held by the Reporting Persons.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Neos Partners I GP 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
205,528,889.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
67.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 6, 8, 9: Includes 145,218,850 shares of Class A Common Stock and 60,310,039 Opco LLC Interests, which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 304,428,889 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 60,310,039 shares of Class A Common Stock underlying the Opco LLC Interests held by the Reporting Persons.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Peter Jonna | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
67.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Rows 6, 8, 9: Includes 145,218,850 shares of Class A Common Stock and 60,310,039 Opco LLC Interests, which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 304,428,889 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 60,310,039 shares of Class A Common Stock underlying the Opco LLC Interests held by the Reporting Persons.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Neos Partners I Expansion GP 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
142,406,055.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 11: Calculation is based on 244,118,850 shares of the Issuer's Class A Common Stock outstanding pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Forgent Parent I LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
142,406,055.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 11: Calculation is based on 244,118,850 shares of the Issuer's Class A Common Stock outstanding pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Forgent Parent I GP 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
142,406,055.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 11: Calculation is based on 244,118,850 shares of the Issuer's Class A Common Stock outstanding pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Neos Partners I Expansion LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
142,406,055.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 11: Calculation is based on 244,118,850 shares of the Issuer's Class A Common Stock outstanding pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Forgent Parent II LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,198,340.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8, 9: Consists of 33,198,340 Opco LLC Interests, which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 277,317,190 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 33,198,340 shares of Class A Common Stock underlying the Opco LLC Interests held by Forgent Parent II LP.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Forgent Parent II GP 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,198,340.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 6, 8, 9: Consists of 33,198,340 Opco LLC Interests, which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 277,317,190 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 33,198,340 shares of Class A Common Stock underlying the Opco LLC Interests held by Forgent Parent II LP.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Forgent Parent III LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,111,699.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8, 9: Consists of 27,111,699 Opco LLC Interests, which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 271,230,549 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 27,111,699 shares of Class A Common Stock underlying the Opco LLC Interests held by Forgent Parent III LP.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Forgent Parent III GP 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,111,699.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 6, 8, 9: Consists of 27,111,699 Opco LLC Interests, which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 271,230,549 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 27,111,699 shares of Class A Common Stock underlying the Opco LLC Interests held by Forgent Parent III LP.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Neos Partners I LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
202,716,094.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
66.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8, 9: Includes 142,406,055 shares of Class A Common Stock and 60,310,039 Opco LLC Interests, which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 304,428,889 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 60,310,039 shares of Class A Common Stock underlying the Opco LLC Interests held by Forgent Parent I LP, Forgent Parent II LP and Forgent Parent III LP.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Neos Partners I-A LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
202,716,094.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
66.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8, 9: Includes 142,406,055 shares of Class A Common Stock and 60,310,039 Opco LLC Interests, which are exchangeable for shares of Class A Common Stock on a one-for-one basis (together with corresponding cancellation of an equal number of shares of Class B common stock of the Issuer held by such entities), subject to the terms of the LLCA.
Row 11: Calculation is based on 304,428,889 shares of the Issuer's Class A Common Stock outstanding, consisting of 244,118,850 shares of Class A Common Stock pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026, and 60,310,039 shares of Class A Common Stock underlying the Opco LLC Interests held by Forgent Parent I LP, Forgent Parent II LP and Forgent Parent III LP.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Forgent Parent IV LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,812,795.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8 and 9: Consists of 2,812,795 shares of Class A Common Stock.
Row 11: Calculation is based on 244,118,850 shares of the Issuer's Class A Common Stock outstanding pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Forgent Parent IV GP 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,812,795.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 11: Calculation is based on 244,118,850 shares of the Issuer's Class A Common Stock outstanding pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026.
SCHEDULE 13G
|
| CUSIP Number(s): | 34631F102 |
| 1 | Names of Reporting Persons
Neos Partners I-B LP | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
145,218,850.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
59.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 11: Calculation is based on 244,118,850 shares of the Issuer's Class A Common Stock outstanding pursuant to the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed on May 14, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Forgent Power Solutions, Inc. | |
| (b) | Address of issuer's principal executive offices:
11500 Dayton Parkway, Dayton, MN 55369 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by each of the following Reporting Persons (collectively, the "Reporting Persons"):
1. Neos Partners, LP
2. Neos Partners GP, LLC
3. Neos Partners I GP LLC
4. Peter Jonna
5. Neos Partners I Expansion GP LLC
6. Forgent Parent I LP
7. Forgent Parent I GP LLC
8. Neos Partners I Expansion LP
9. Forgent Parent II LP
10. Forgent Parent II GP LLC
11. Forgent Parent III LP
12. Forgent Parent III GP LLC
13. Neos Partners I LP
14. Neos Partners I-A LP
15. Forgent Parent IV LP
16. Forgent Parent IV GP LLC
17. Neos Partners I-B LP
Neos Partners, LP is the investment manager of Neos Partners I LP, Neos Partners I-A LP, Neos Partners I-B LP and Neos Partners I Expansion LP. Neos Partners GP, LLC is the sole manager of Neos Partners I GP LLC and Neos Partners I Expansion GP LLC. Neos Partners I GP LLC is the general partner of Neos Partners I LP, Neos Partners I-A LP and Neos Partners I-B LP. Neos Partners I Expansion GP LLC is the general partner of Neos Partners I Expansion LP. Neos Partners GP, LLC's managing member is Peter Jonna. The general partner of Forgent Parent I LP is Forgent Parent I GP LLC and its members are Neos Partners I LP, Neos Partners I-A LP and Neos Partners I-B LP. The general partner of Forgent Parent II LP is Forgent Parent II GP LLC and its members are Neos Partners I LP and Neos Partners I-A LP. The general partner of Forgent Parent III LP is Forgent Parent III GP LLC and its members are Neos Partners I LP and Neos Partners I-A LP. The general partner of Forgent Parent IV LP is Forgent Parent IV GP LLC and its sole member is Neos Partners I-B LP.
The Reporting Persons are a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, therefore, are deemed to be the beneficial owners of the securities reported herein. Pursuant to Rule 13d-1(k)(1) under the Exchange Act, a joint filing agreement among the Reporting Persons is attached as Exhibit 1 to this Schedule 13G and incorporated herein by reference. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 12770 El Camino Real, Suite 300, San Diego, CA 92130. | |
| (c) | Citizenship:
See responses to Item 4 of the Cover Page for each Reporting Person, which is incorporated herein by reference. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.00001 per share | |
| (e) | CUSIP Number(s):
34631F102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Cover Page Item 9 for each Reporting Person and Item 2(a), incorporated herein by reference. | |
| (b) | Percent of class:
See Cover Page Item 11 for each Reporting Person and Item 2(a), incorporated herein by reference. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Cover Page Item 5 for each Reporting Person and Item 2(a), incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Page Item 6 for each Reporting Person and Item 2(a), incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Page Item 7 for each Reporting Person and Item 2(a), incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Page Item 8 for each Reporting Person and Item 2(a), incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances, partners, members or other interest holders of a Reporting Person or another person named above in Item 4, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A Common Stock or Opco LLC Interests beneficially owned by such Reporting Person. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 2(a) above for members of the group. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit Index
Exhibit No. Description
1 Joint Filing Agreement by and among the Reporting Persons. |