TSG7 A Management LLC - May 13, 2024 Form 4 Insider Report for Dutch Bros Inc. (BROS)

Role
More than 10% owner
Signature
By: /s/ Drew Weilbacher as Chief Compliance Officer
Stock symbol
BROS
Transactions as of
May 13, 2024
Transactions value $
-$456,209,766
Form type
4
Date filed
5/15/2024, 07:34 PM
Previous filing
Mar 28, 2024
Next filing
May 31, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction BROS Class C Common Stock -Other -9,240,193 -46.79% 10,507,486 May 13, 2024 By Dutch Holdings, LLC F1, F2, F3
transaction BROS Class A Common Stock +Conversion of derivative security +9,240,193 +51192.2% 9,258,243 May 13, 2024 By Dutch Holdings, LLC F1, F2, F3
transaction BROS Class A Common Stock -Sell -$320,172,687 -9,240,193 -99.81% $34.65 18,050 May 13, 2024 By Dutch Holdings, LLC F2, F3
transaction BROS Class C Common Stock -Other -1,083,440 -10.31% 9,424,046 May 13, 2024 By Dutch Holdings, LLC F2, F3, F4
transaction BROS Class C Common Stock -Other -460,102 -33.98% 893,987 May 13, 2024 By TSG7 A AIV VI, L.P. F1, F2, F3
transaction BROS Class A Common Stock +Conversion of derivative security +460,102 460,102 May 13, 2024 By TSG7 A AIV VI, L.P. F1, F2, F3
transaction BROS Class A Common Stock -Sell -$15,942,534 -460,102 -100% $34.65 0 May 13, 2024 By TSG7 A AIV VI, L.P. F2, F3
transaction BROS Class C Common Stock -Other -212,524 -23.77% 681,463 May 13, 2024 By TSG7 A AIV VI, L.P. F2, F3, F5
transaction BROS Class A Common Stock +Conversion of derivative security +2,672,601 2,672,601 May 13, 2024 TSG7 A AIV VI Holdings-A, L.P. F2, F3, F6
transaction BROS Class A Common Stock -Sell -$92,605,625 -2,672,601 -100% $34.65 0 May 13, 2024 TSG7 A AIV VI Holdings-A, L.P. F2, F3
transaction BROS Class A Common Stock +Conversion of derivative security +793,331 793,331 May 13, 2024 By DG Coinvestor Blocker Aggregator, L.P. F2, F3, F6
transaction BROS Class A Common Stock -Sell -$27,488,919 -793,331 -100% $34.65 0 May 13, 2024 By DG Coinvestor Blocker Aggregator, L.P. F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BROS Class A Common LLC Units -Conversion of derivative security -9,240,193 -46.79% 10,507,486 May 13, 2024 Class A Common Stock 9,240,193 By Dutch Holdings, LLC F1, F2, F3, F7
transaction BROS Class A Common LLC Units -Other -1,083,440 -10.31% 9,424,046 May 13, 2024 Class A Common Stock 1,083,440 By Dutch Holdings, LLC F2, F3, F4, F7
transaction BROS Class A Common LLC Units -Conversion of derivative security -460,102 -33.98% 893,987 May 13, 2024 Class A Common Stock 460,102 By TSG7 A AIV VI, L.P. F1, F2, F3, F7
transaction BROS Class A Common LLC Units -Other -212,524 -23.77% 681,463 May 13, 2024 Class A Common Stock 212,524 By TSG7 A AIV VI, L.P. F2, F3, F5, F7
transaction BROS Class D Common Stock -Conversion of derivative security -2,672,601 -52.51% 2,416,940 May 13, 2024 Class A Common Stock 2,672,601 By TSG7 A AIV VI Holdings-A, L.P. F2, F3, F6, F8
transaction BROS Class D Common Stock -Other -21,714 -0.9% 2,395,226 May 13, 2024 Class A Common Stock 21,714 By TSG7 A AIV VI Holdings-A, L.P. F2, F3, F8, F9
transaction BROS Class D Common Stock -Conversion of derivative security -793,331 -52.23% 725,675 May 13, 2024 Class A Common Stock 793,331 By DG Coinvestor Blocker Aggregator, L.P. F2, F3, F6, F8
transaction BROS Class D Common Stock -Other -676 -0.09% 724,999 May 13, 2024 Class A Common Stock 676 By DG Coinvestor Blocker Aggregator, L.P. F2, F3, F8, F10

Explanation of Responses:

Id Content
F1 Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.
F2 TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.
F3 (Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners.
F4 Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 1,083,440 Class C Shares and 315,165 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
F5 Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 212,524 Class C Shares and 68,117 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
F6 Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.
F7 Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled.
F8 The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.
F9 Represents a pro rata distribution in kind of Class D Common Stock. 21,714 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
F10 Represents a pro rata distribution in kind of Class D Common Stock.