TSG7 A Management LLC - Mar 26, 2024 Form 4 Insider Report for Dutch Bros Inc. (BROS)

Role
10%+ Owner
Signature
By: /s/ Drew Weilbacher as Chief Compliance Officer
Stock symbol
BROS
Transactions as of
Mar 26, 2024
Transactions value $
-$271,000,000
Form type
4
Date filed
3/28/2024, 07:02 PM
Previous filing
Mar 5, 2024
Next filing
May 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BROS Class C Common Stock Other -5.66M -22.02% 20.1M Mar 26, 2024 By Dutch Holdings, LLC F1, F2, F3
transaction BROS Class A Common Stock Conversion of derivative security +5.66M +31381.4% 5.68M Mar 26, 2024 By Dutch Holdings, LLC F1, F2, F3
transaction BROS Class A Common Stock Sale -$192M -5.66M -99.68% $33.88 18.1K Mar 26, 2024 By Dutch Holdings, LLC F2, F3
transaction BROS Class C Common Stock Other -315K -1.57% 19.7M Mar 26, 2024 By Dutch Holdings, LLC F2, F3, F4
transaction BROS Class C Common Stock Other -325K -18.59% 1.42M Mar 26, 2024 By TSG7 A AIV VI, L.P. F1, F2, F3
transaction BROS Class A Common Stock Conversion of derivative security +325K 325K Mar 26, 2024 By TSG7 A AIV VI, L.P. F1, F2, F3
transaction BROS Class A Common Stock Sale -$11M -325K -100% $33.88 0 Mar 26, 2024 By TSG7 A AIV VI, L.P. F2, F3
transaction BROS Class C Common Stock Other -68.1K -4.79% 1.35M Mar 26, 2024 By TSG7 A AIV VI, L.P. F2, F3, F5
transaction BROS Class A Common Stock Conversion of derivative security +1.55M 1.55M Mar 26, 2024 TSG7 A AIV VI Holdings-A, L.P. F2, F3, F6
transaction BROS Class A Common Stock Sale -$52.5M -1.55M -100% $33.88 0 Mar 26, 2024 TSG7 A AIV VI Holdings-A, L.P. F2, F3
transaction BROS Class A Common Stock Conversion of derivative security +460K 460K Mar 26, 2024 By DG Coinvestor Blocker Aggregator, L.P. F2, F3, F6
transaction BROS Class A Common Stock Sale -$15.6M -460K -100% $33.88 0 Mar 26, 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 -5.66M -22.02% 20.1M Mar 26, 2024 Class A Common Stock 5.66M By Dutch Holdings, LLC F1, F2, F3, F7
transaction BROS Class A Common LLC Units Other -315K -1.57% 19.7M Mar 26, 2024 Class A Common Stock 315K By Dutch Holdings, LLC F2, F3, F4, F7
transaction BROS Class A Common LLC Units Conversion of derivative security -325K -18.59% 1.42M Mar 26, 2024 Class A Common Stock 325K By TSG7 A AIV VI, L.P. F1, F2, F3, F7
transaction BROS Class A Common LLC Units Other -68.1K -4.79% 1.35M Mar 26, 2024 Class A Common Stock 68.1K By TSG7 A AIV VI, L.P. F2, F3, F5, F7
transaction BROS Class D Common Stock Conversion of derivative security -1.55M -23.34% 5.1M Mar 26, 2024 Class A Common Stock 1.55M By TSG7 A AIV VI Holdings-A, L.P. F2, F3, F6, F8
transaction BROS Class D Common Stock Other -6.37K -0.12% 5.09M Mar 26, 2024 Class A Common Stock 6.37K By TSG7 A AIV VI Holdings-A, L.P. F2, F3, F8, F9
transaction BROS Class D Common Stock Conversion of derivative security -460K -23.23% 1.52M Mar 26, 2024 Class A Common Stock 460K By DG Coinvestor Blocker Aggregator, L.P. F2, F3, F6, F8
transaction BROS Class D Common Stock Other -174 -0.01% 1.52M Mar 26, 2024 Class A Common Stock 174 By DG Coinvestor Blocker Aggregator, L.P. F2, F3, F8, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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. 315,165 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. 68,117 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. 6,367 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.