4: Statement of changes in beneficial ownership of securities
Published on December 16, 2024
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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
Loar Holdings Inc. [ LOAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/12/2024 | ||||||||||||||||||||||||||
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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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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 12/12/2024 | S | 1,006,461 | D | $81.175 | 37,427,917 | I | See footnotes(1)(2)(3) | ||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Shares reported herein as beneficially owned represent 12,764,007 shares held by Abrams Capital Partners II, L.P. ("ACP II"), 13,463,749 shares held by Riva Capital Partners IV, L.P. ("Riva IV"), 845,200 shares held by Abrams Capital Partners I, L.P. ("ACPI"), 1,438,887 shares held by Whitecrest Partners, LP ("WCP"), 714,476 shares held by Great Hollow International, L.P. ("GHI"), and 8,201,598 shares held by Riva Capital Partners V, L.P. ("Riva V", and, together with ACPI, ACP II, WCP, GHI and Riva IV, collectively the "Abrams Funds"). Of the shares sold on December 12, 2024, 343,232 shares were sold by ACP II, 362,049 shares were sold by Riva IV, 22,728 shares were sold by ACPI, 38,693 shares were sold by WCP, 19,213 shares were sold by GHI, and 220,546 shares were sold by Riva V. |
| 2. The Reporting Person is the managing member of (i) Abrams Capital, LLC, which is the general partner of each of ACP I, ACP II and WCP, (ii) Great Hollow Partners, LLC, which is the general partner of GHI, (iii) Riva Capital Management IV, LLC, which is the general partner of Riva IV, and (iv) Riva Capital Management V, LLC, which is the general partner of Riva V. In addition, the Reporting Person is the managing member of Abrams Capital Management, LLC, which is the general partner of Abrams Capital Management, L.P., which is the investment manager of each of the Abrams Funds. |
| 3. (Continued from footnote 2) As a result of the relationships described in this footnote, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by each of the Abrams Funds. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
| /s/ David Abrams | 12/12/2024 | |
| ** 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 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.