SEC Filing | Pattern

View:

SEC FORM 3/A 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Beesley Jason

(Last)

(First)

(Middle)

C/O PATTERN GROUP INC.

1441 WEST INNOVATION WAY, SUITE 500

(Street)

LEHI

84043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2025

3. Issuer Name and Ticker or Trading Symbol
Pattern Group Inc. [ PTRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/18/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	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)
Common Stock⁽¹⁾	1,821,364⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Series A Common Stock, each share of Common Stock shall be reclassified into one share of Series A Common Stock.

2. These shares include an award of 850,000 restricted stock units ("RSUs") granted on April 5, 2021 under the Pattern Group Inc. 2019 Equity Incentive Plan (the "2019 Plan"). Such award vested as to 25% on January 20, 2022 and in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date.

3. These shares include an award of 150,000 RSUs granted on April 14, 2023 under the 2019 Plan. Such award vests as to 25% on March 3, 2024 and in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date.

4. These shares include an award of 28,180 RSUs granted on May 13, 2024 under the 2019 Plan. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest in 48 equal monthly installments and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date.

5. These shares include an award of 793,184 RSUs granted on August 26, 2025 under the 2019 Plan. Such award vests in equal annual installments over four years on each anniversary following January 21, 2025, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date.

6. Each RSU represents a contingent right to receive one share of Common Stock.

Remarks:

This Form 3/A is being filed to include an award of 793,184 RSUs granted on August 26, 2025 under the 2019 Plan, which was inadvertently omitted from the Forms 4 filed on behalf of the Reporting Person on September 22, 2025 and September 24, 2025.

	/s/ Allison Fletcher, Attorney-in-Fact	01/05/2026
	** 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.