SEC FORM 4

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SEC Form 4

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^*

Gay Daniel

(Last)

(First)

(Middle)

C/O PATTERN GROUP INC.

1441 WEST INNOVATION WAY, SUITE 500

(Street)

LEHI

84043

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/22/2025		C		3,909,393	A	⁽²⁾	3,909,393	I	By KSV Pattern, LLC⁽³⁾
Common Stock⁽¹⁾	09/22/2025		J⁽¹⁾		3,909,393	D	⁽¹⁾	0	I	By KSV Pattern, LLC⁽³⁾
Series A Common Stock	09/22/2025		J⁽¹⁾		3,909,393	A	⁽¹⁾	3,909,393	I	By KSV Pattern, LLC⁽³⁾
Series A Common Stock	09/22/2025		S⁽⁴⁾		1,010,887	D	$13.02⁽⁴⁾	2,898,506	I	By KSV Pattern, LLC⁽³⁾
Common Stock⁽¹⁾	09/22/2025		C		1,118,588	A	⁽²⁾	1,118,588	I	By KSV Pattern II, LLC⁽⁵⁾
Common Stock⁽¹⁾	09/22/2025		J⁽¹⁾		1,118,588	D	⁽¹⁾	0	I	By KSV Pattern II, LLC⁽⁵⁾
Series A Common Stock	09/22/2025		J⁽¹⁾		11,185,888	A	⁽¹⁾	1,118,588	I	By KSV Pattern II, LLC⁽⁵⁾
Series A Common Stock	09/22/2025		S⁽⁴⁾		289,113	D	$13.02⁽⁴⁾	829,475	I	By KSV Pattern II, LLC⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	09/22/2025		C			3,909,393	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾	3,909,393	⁽²⁾	0	I	By KSV Pattern, LLC⁽³⁾
Series A Preferred Stock	⁽²⁾	09/22/2025		C			61,854	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾	61,854	⁽²⁾	0	I	By KSV Pattern II, LLC⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	09/22/2025		C			434,663	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	1,056,734⁽⁶⁾	⁽⁶⁾	0	I	By KSV Pattern II, LLC⁽⁵⁾

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended, each share of Common Stock, $0.001 par value per share ("Common Stock"), was reclassified into one share of Series A Common Stock, $0.001 par value per share ("Series A Common Stock"), immediately prior to the completion of the Issuer's initial public offering of Series A Common Stock (the "Offering").

2. Each share of Series A Preferred Stock converted into one share of Common Stock on a one-for-one basis immediately prior to the completion of the Offering. The shares of Series A Preferred Stock had no expiration date.

3. These shares are owned directly by KSV Pattern, LLC ("KSV Pattern"). The managing member of KSV Pattern is KS Global Innovation Partners LLC ("KS Global"), and the member of KS Global is K12 Investments, LLC ("K12 Investments"). The Reporting Person is a member of K12 Investments. The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. The shares were sold in the Offering pursuant to an underwriting agreement by and among the Issuer, the representatives of the underwriters and the selling stockholders named therein, dated September 18, 2025. The price of $13.02 represents the $14.00 Offering price per share of Series A Common Stock of the Issuer less the underwriting discounts and commissions of $0.98 per share, for shares sold to the underwriters pursuant to the Offering.

5. These shares are owned directly by KSV Pattern II, LLC ("KSV Pattern II). The managing member of KSV Pattern II is KS Global, and the member of KS Global is K12 Investments. The Reporting Person is a member of K12 Investments. The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

6. The shares of Series B Preferred Stock converted on a one-for-2.431157114 basis into shares of Common Stock immediately prior to the completion of the Offering. The shares of Series B Preferred Stock had no expiration date.

Remarks:

	/s/ Allison Fletcher, Attorney-in-Fact	09/24/2025
	** 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).
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