Large owner Kl Pattern Holdings Lp bought $3,860,979 worth of Series A Common Stock (302,256 units at $12.77) (SEC Form 4)
$PTRN
Catalog/Specialty Distribution
Consumer Discretionary
| 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
Pattern Group Inc. [ PTRN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/24/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Series A Common Stock | 09/24/2025 | P | 102,256(1) | A | $13.3772(2) | 27,976,542 | I | See footnote(4) | ||
| Series A Common Stock | 09/25/2025 | P | 200,000(1) | A | $12.4654(3) | 28,176,542 | I | See footnote(4) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents shares of Series A Common Stock acquired by KLC Fund I LP ("KLC Fund I"). |
| 2. The reported price is a volume weighted average price ("VWAP"). The reported securities were purchased in open market transactions at prices ranging from $13.15 to $13.49, inclusive. The reporting persons undertake to provide to the Securities & Exchange Commission ("SEC"), the Issuer or any stockholder of the Issuer, upon request, the number of shares purchased at each price within such range. |
| 3. The reported price is a VWAP. The reported securities were purchased in open market transactions at prices ranging from $12.00 to $12.81, inclusive. The reporting persons undertake to provide to the SEC, the Issuer or any stockholder of the Issuer, upon request, the number of shares purchased at each price within such range. |
| 4. The reported securities are held directly by KL Pattern Holdings LP (the "KL Shareholder") and KLC Fund I. The management of the KL Shareholder and the management of KLC Fund I are controlled by KLC Fund I GP LP ("KLC Fund GP"). KLC Fund I UGP LLC ("KLC Fund UGP") is the general partner of KLC Fund GP. The management of KLC Fund UGP is controlled by its managing member, John Bailey. As such, Mr. Bailey may be deemed to have voting and dispositive power with respect to the shares held by the KL Shareholder and KLC Fund I but disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
| KL Pattern Holdings LP, By: KLC Fund I GP LP, its Manager, By: KLC Fund I UGP LLC, its General Partner, By: /s/ Ivor van Esch, Name: Ivor van Esch, Title: Chief Financial Officer | 09/26/2025 | |
| KLC Fund I GP LP, By: KLC Fund I UGP LLC, its General Partner, By: /s/ Ivor van Esch, Name: Ivor van Esch, Title: Chief Financial Officer | 09/26/2025 | |
| KLC Fund I UGP LLC, By: /s/ Ivor van Esch, Name: Ivor van Esch, Title: Chief Financial Officer | 09/26/2025 | |
| /s/ John P. Bailey | 09/26/2025 | |
| ** 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. | ||