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, par value $0.01(1) | 6,368,562 | D | |
| Class B common stock, par value $0.01(1) | 16,633,122 | I | By McAndrew Holdings, Ltd.(2) |
| 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 | (3) | (3) | Class A common stock, par value $0.01 | 6,368,562 | (3) | D | |
| Class B Units | (3) | (3) | Class A common stock, par value $0.01 | 16,633,122 | (3) | I | By McAndrew Holdings, Ltd.(2) |
| Explanation of Responses: |
| 1. Shares of the Class B common stock, par value $0.01 per share (such shares, "Class B Shares"), of ERock, Inc. (the "Issuer") have no economic value and entitle the holder to one vote per Class B Share held. One Class B Share was issued for each Class B membership interest (each, a "Class B Unit") of Enchanted Rock Holdings, LLC ("ER Holdings") held. |
| 2. These securities are owned directly by McAndrew Holdings, Ltd. ("Holdings"). Walter Thomas McAndrew, Jr. ("Mr. McAndrew") may be deemed to share voting and investment power over the securities held by Holdings in his capacity as a manager of McAndrew Holdings, LLC, the general partner of Holdings. Mr. McAndrew disclaims beneficial ownership of the securities held by Holdings except to the extent of his pecuniary interest therein. |
| 3. The Class B Units of ER Holdings are exchangeable, at the holder's option, on a one-for-one basis into shares of the Issuer's Class A common stock, par value $0.01 per share (such shares, "Class A Shares"). Upon the exchange of Class B Units into Class A Shares, an equivalent number of Class B Shares will be automatically cancelled. |
| /s/ Walter Thomas McAndrew, Jr. | 09/04/2026 | |
| ** 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.