Bdt Capital Partners, Llc - Aug 9, 2021 Form 3 Insider Report for Weber Inc. (WEBR)

Role: Director, 10%+ Owner
Signature: /s/ Mary Ann Todd as authorized signatory for BDT WSP Holdings, LLC
Stock symbol: WEBR
Transactions as of: Aug 9, 2021
Transactions value $: $0
Form type: 3
Date filed: 8/11/2021, 08:20 PM
Next filing: Aug 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	WEBR	Class A Common Stock						25.8M	Aug 9, 2021	See footnote	F1, F2, F3
holding	WEBR	Class A Common Stock						2.24M	Aug 9, 2021	See footnote	F1, F2, F4
holding	WEBR	Class B Common Stock						154M	Aug 9, 2021	See footnote	F1, F2, F5, F6
holding	WEBR	Class B Common Stock						12.3M	Aug 9, 2021	See footnote	F1, F2, F4, F6

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
holding	WEBR	LLC Units of Weber HoldCo LLC							Aug 9, 2021	Class A Common Stock	154M		See footnotes	F1, F2, F5, F6
holding	WEBR	LLC Units of Weber HoldCo LLC							Aug 9, 2021	Class A Common Stock	12.3M		See footnotes	F1, F2, F4, F6

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

Explanation of Responses:

Id	Content
F1	This Form 3 is jointly filed by (i) BDT WSP Holdings, LLC, (ii) BDT Capital Partners, LLC, (iii) BDT Capital Partners I-A Holdings, LLC; (iv) BDTCP GP I, LLC, (v) BDTP GP, LLC, and (vi) Byron D. Trott. Byron D. Trott is the sole member of BDTP GP, LLC, which is the managing member of BDT Capital Partners, LLC, which is the managing member of each of BDT WSP Holdings, LLC and BDTCP GP I, LLC, which is the managing member of BDT Capital Partners I-A Holdings, LLC. Each of BDT Capital Partners, LLC, BDTP GP, LLC and Mr. Trott may be deemed to have indirect voting and investment control over the shares held by BDT WSP Holdings, LLC and BDT Capital Partners I-A Holdings, LLC, and in addition, BDTCP GP I, LLC may be deemed to have indirect voting and investment control over the shares held by BDT Capital Partners I-A Holdings, LLC. (conts on fn 2)
F2	(cont'd from fn 1) Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 3 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Kelly D. Rainko is a Partner of BDT & Company, an affiliate of BDT Capital Partners, LLC, and is a director of the Issuer. By virtue of her service on the Board of Directors of the issuer as a representative of BDT Capital Partners, LLC, for purposes of Section 16, the reporting persons may be deemed to be a director by deputization of the Issuer.
F3	These securities are owned directly by BDT Capital Partners I-A Holdings, LLC.
F4	These securities are owned directly by Byron and Tina Trott.
F5	These securities are owned directly by BDT WSP Holdings, LLC.
F6	Reflects shares of Class B Common Stock of the issuer (the "Class B Common Stock") and common units of Weber HoldCo LLC (the "LLC Units") held by the applicable reporting person. The holder of Class B Common Stock and LLC Units may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A Common Stock on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The LLC Units do not expire.