Tax on Gifted common vs preferred shares?

I know if you receive common shares as a gift, you’re taxed on the total fair value as if it were income.

What about preferred shares that are convertible to common shares? If they are received as a gift, are they taxed at the common share equivalent fair value, or at the preferred par value?

Not a US taxpayer but that doesn’t sound right to me. I think the person who gifts the shares pays the gift tax, not the recipient - so you do not claim the full amount, or any amount as income. Moreover the person making the gift can use their exemption to reduce the tax payable.

I cant imagine that pref vs common shares would make a difference. Either way, the market value of the shares would be captured under the gift tax rules above, and paid by the donor.

I did some asking around offline too - I’m not sure why the gifter would incur a tax liability as it’s similar to paying share compensation to employees.

As for the recipient, the gifted shares would be similar to the revenue. I just know if its the case for common shares or even deferred interest (non-cash) on debt, there is a tax liability.

Just curious to know if there’s a way to mitigate the tax liability by taking convertible preferred shares with a par value of nominal amount.