Michael G. Jacobs - Aug 9, 2021 Form 4 Insider Report for Weber Inc. (WEBR)

Signature
/s/ Philip Zadeik as Attorney-in-Fact for Michael G. Jacobs
Stock symbol
WEBR
Transactions as of
Aug 9, 2021
Transactions value $
$0
Form type
4
Date filed
8/11/2021, 08:58 PM
Previous filing
Aug 4, 2021
Next filing
Oct 4, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEBR Class A Common Stock Award $0 +6.91K $0.00 6.91K Aug 9, 2021 Direct F1

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 Profits Units in Weber HoldCo LLC Award +362K 362K Aug 9, 2021 Class A Common Stock 362K $6.21 See footnote F2, F3
transaction WEBR Profits Units in Weber HoldCo LLC Award +362K 362K Aug 9, 2021 Class A Common Stock 362K $8.00 See footnote F2, F3
transaction WEBR Profits Units in Weber HoldCo LLC Award +516K 516K Aug 9, 2021 Class A Common Stock 516K $9.79 See footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects vested restricted stock units, which are subject to deferred settlement, that were issued at the closing of the issuer's initial public offering pursuant to the Weber Inc. Omnibus Incentive Plan in replacement for long-term incentive awards held by the reporting person under the historical Amended and Restated Weber-Stephen Products LLC Management Incentive Compensation Plan.
F2 Reflects profits units in Weber HoldCo LLC (the "Profits Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding profits units of Weber-Stephen Management Pool LLC ("Management Pool LLC"), which vest in equal installments on September 15, 2021, September 15, 2022 and September 15, 2023. The Profits Units are convertible, at the reporting person's election, into common units of Weber HoldCo LLC ("LLC Units") based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B common stock of the issuer ("Class B Common Stock") would be issued to Weber HoldCo LLC). The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the reporting person at the reporting person's election,
F3 (cont from fn 2) in which case the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock ("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 Profits Units were received by Management Pool LLC in the reorganization transactions effected in connection with the issuer's initial public offering in replacement of historical units of a predecessor entity. Any Profits Units that have not been converted into LLC Units will automatically be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the reporting person's termination of employment. The LLC Units do not expire.