Gavin Turner - Sep 27, 2021 Form 4 Insider Report for Brilliant Earth Group, Inc. (BRLT)

Role: Director, 10%+ Owner
Signature: /s/ Gavin Turner
Stock symbol: BRLT
Transactions as of: Sep 27, 2021
Transactions value $: -$5,271,425
Form type: 4
Date filed: 9/28/2021, 09:11 PM
Previous filing: Sep 23, 2021
Next filing: Dec 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRLT	Class B Common Stock	Disposed to Issuer		-470K	-1.45%		32M	Sep 27, 2021	See footnote	F1, F2, F3, F4

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	BRLT	LLC Units	Disposed to Issuer	-$5.27M	-470K	-1.45%	$11.22	32M	Sep 27, 2021	Class A Common Stock	470K		See footnote	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 27, 2021, the Issuer used a portion of the net proceeds from the closing of its initial public offering ("IPO") of Class A common stock to redeem common units of Brilliant Earth LLC (the "LLC Units"), at a price of $11.22 per LLC Unit (the "Redemption"). One share of the Issuer's Class B common stock for every LLC Unit redeemed was forfeited and canceled for no consideration in connection with the Redemption.
F2	Consists of (i) 458,769 shares of Class B common stock forfeited by Mainsail Partners III, L.P. ("MP III"), (ii) 912 shares of Class B common stock forfeited by Mainsail Incentive Program, LLC ("MIP"), and (iii) 10,143 shares of Class B common stock forfeited by Mainsail Co-Investors III, L.P. ("MCOI"), in each case, in connection with the Redemption.
F3	Consists of (i) 31,213,636 shares of Class B common stock (and associated LLC Units) held by Mainsail Partners III, L.P. ("MP III"), (ii) 62,051 shares of Class B common stock (and associated LLC Units) held by Mainsail Incentive Program, LLC ("MIP"), and (iii) 690,084 shares of Class B common stock (and associated LLC Units) held by Mainsail Co-Investors III, L.P. ("MCOI").
F4	Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with the reporting person possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP and the reporting is sole Manager of MMC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.
F5	LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. LLC Units do not expire.