WSP Investment LLC - Feb 21, 2023 Form 4 Insider Report for Weber Inc. (WEBR)

Role: 10%+ Owner
Signature: /s/Sidney Frisch, Manager
Stock symbol: WEBR
Transactions as of: Feb 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/23/2023, 04:00 PM
Previous filing: Sep 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WEBR	Class B Common Stock	Other		-38.8M	-100%		0	Feb 21, 2023	Direct	F1, F2

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	WEBR	LLC Units of Weber Holdco LLC	Other		-38.8M	-100%		0	Feb 21, 2023	Class A Common Stock	38.8M		Direct	F1, F2

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

WSP Investment LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the Issuer pursuant to the Agreement and Plan of Merger by and among the Issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Prior to the Merger, LLC Units of Weber Holdco LLC were exchangeable at the holder's direction on a one-for-one basis for an equal number of shares of Class A Common Stock of the Issuer, at which time an equal number of shares of Class B Common Stock of the Issuer would be cancelled.
F2	(Continued from footnote 1) In connection with the Merger, each share of Class B Common Stock outstanding prior to the effective time of the Merger (other than certain shares of Class B Common Stock canceled for no consideration pursuant to the Merger Agreement) was converted into an identical number of newly issued shares of Class B common stock of the surviving corporation. As a result of the Merger, the LLC Units are no longer redeemable for Issuer's Class A Common Stock and became redeemable instead for Class A common stock of the surviving corporation.

Content

On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the Issuer pursuant to the Agreement and Plan of Merger by and among the Issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Prior to the Merger, LLC Units of Weber Holdco LLC were exchangeable at the holder's direction on a one-for-one basis for an equal number of shares of Class A Common Stock of the Issuer, at which time an equal number of shares of Class B Common Stock of the Issuer would be cancelled.

(Continued from footnote 1) In connection with the Merger, each share of Class B Common Stock outstanding prior to the effective time of the Merger (other than certain shares of Class B Common Stock canceled for no consideration pursuant to the Merger Agreement) was converted into an identical number of newly issued shares of Class B common stock of the surviving corporation. As a result of the Merger, the LLC Units are no longer redeemable for Issuer's Class A Common Stock and became redeemable instead for Class A common stock of the surviving corporation.