Beth Tamara Gerstein - Sep 27, 2021 Form 4 Insider Report for Brilliant Earth Group, Inc. (BRLT)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Jeffrey Kuo as Attorney-in-fact for Beth Tamara Gerstein
Stock symbol: BRLT
Transactions as of: Sep 27, 2021
Transactions value $: -$8,163,818
Form type: 4
Date filed: 9/28/2021, 09:21 PM
Previous filing: Sep 23, 2021
Next filing: Jan 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRLT	Class C Common Stock	Disposed to Issuer	$0	-728K	-1.45%	$0.00	49.5M	Sep 27, 2021	See Footnote	F1, 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	BRLT	Common Units	Disposed to Issuer	-$8.16M	-728K	-1.45%	$11.22	49.5M	Sep 27, 2021	Class D Common Stock	728K		See Footnote	F3, F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption of the Common Units for cash.
F2	The Class C Common Stock will automatically convert into one share of Class B Common Stock upon the earlier of (1) the 10-year anniversary of the date of the closing of the Issuer's Initial Public Offering and (2) the date on which the Reporting Person ceases to hold at least 8% of the aggregate number of shares of all classes of the Issuer's Common Stock then outstanding.
F3	Held by Just Rocks, Inc. The Reporting Person owns her shares of Just Rocks, Inc. through The Best T. Gerstein 2021 Annuity Trust, The Alexander M. Sutton 2021 Annuity Trust and The Sutton-Gerstein Family Trust, each of which Ms. Gerstein is the Trustee and has voting power and investment power over such shares.
F4	The Common Units may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forefeited in connection with the redemption. The Common Units have no expiration date.
F5	As described in the prospectus filed by the Issuer with the Securities and Exchange Commission, upon the closing of the initial public offering and the underwriters' exercise of the additional shares, the Issuer redeemed the Common Units from the Reporting Person.
F6	The Common Units are fully vested.

Remarks:

Exhibit 24 - Power of Attorney.