3: Initial statement of beneficial ownership of securities
Published on
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/09/2026 |
3. Issuer Name and Ticker or Trading Symbol
ERock, Inc. [ EROC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
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| Class B Common Stock | 4,936,761(1) | D |
| 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) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Units | (2) | (2) | Class A Common Stock | 4,936,761 | (2) | D | |
| Class M Units | (2)(3)(4) | (2)(3)(4) | Class A Common Stock | 143,903 | 0.15(2)(3)(4) | D | |
| Class M Units | (2)(3)(5) | (2)(3)(5) | Class A Common Stock | 2,901,038 | 0.15(2)(3)(5) | D | |
| Class M Units | (2)(3)(6) | (2)(3)(6) | Class A Common Stock | 630,574 | 1.61(2)(3)(6) | D | |
| Explanation of Responses: |
| 1. Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each Class B Unit ("Class B Units") of Enchanted Rock Holdings, LLC ("ER Holdings") held. Upon an exchange of Class B Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled. |
| 2. The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock of the Issuer. |
| 3. Reflect Class M Units ("Class M Units") of ER Holdings, which are "profits interests" for U.S. federal income tax purposes. Vested Class M Units are convertible, at the holder's option, into a number of Class B Units generally equal to the product of (a) the number of vested Class M Units to be converted, and (b) a fraction, the numerator of which is the amount that would be distributed in respect of the vested Class M Unit (taking into account the applicable threshold amount), and the denominator of which is the amount that would be distributed in respect of a Class B Unit, in each case if, immediately before the exchange, ER Holdings were to sell all of its assets for their fair market values, pay any liabilities, and distribute the proceeds available for distribution, subject to certain adjustments. Class M Units have no expiration date. |
| 4. 128,913 of these Class M Units have vested, and the remaining Class M Units vest in 10 equal monthly installments on the first day of each calendar month commencing July 2026 and ending April 2027, subject to the Reporting Person's continuous service to the Issuer. |
| 5. 805,840 of these Class M Units have vested, and the remaining Class M Units vest in 26 equal monthly installments commencing June 28, 2026 and ending July 28, 2028, subject to the Reporting Person's continuous service to the Issuer. |
| 6. 105,089 of these Class M Units have vested, and the remaining Class M Units vest in 30 equal monthly installments commencing June 26, 2026 and ending November 26, 2028, subject to the Reporting Person's continuous service to the Issuer. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Davis Zapffe, Attorney-in-fact for Robert Ian Blakely | 06/09/2026 | |
| ** 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.