Bdt Capital Partners, Llc - Aug 19, 2021 Form 4 Insider Report for Weber Inc. (WEBR)

Signature
/s/ Mary Ann Todd as authorized signatory for BDT Capital Partners, LLC
Stock symbol
WEBR
Transactions as of
Aug 19, 2021
Transactions value $
-$9,107,946
Form type
4
Date filed
8/23/2021, 09:27 PM
Previous filing
Aug 11, 2021
Next filing
Aug 31, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEBR Class A Common Stock Disposed to Issuer -$1.31M -98.1K -0.38% $13.30 25.7M Aug 19, 2021 See footnotes F1, F2, F3
transaction WEBR Class B Common Stock Disposed to Issuer $0 -587K -0.38% $0.00 154M Aug 19, 2021 See footnotes F1, F2, F6, F7, F8
holding WEBR Class A Common Stock 3.24M Aug 19, 2021 See footnotes F1, F2, F4
holding WEBR Class A Common Stock 7.65K Aug 19, 2021 See footnotes F1, F2, F5, F6
holding WEBR Class B Common Stock 12.3M Aug 19, 2021 See footnotes F1, F2, F4, F8

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 Disposed to Issuer -$7.8M -587K -0.38% $13.30 154M Aug 19, 2021 Class A Common Stock 587K See footnotes F1, F2, F6, F7, F8
holding WEBR LLC Units of Weber HoldCo LLC 12.3M Aug 19, 2021 Class A Common Stock 12.3M See footnotes F1, F2, F4, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 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
F2 (cont from fn 1) shares held by BDT Capital Partners I-A Holdings, LLC. 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 4 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, and consist of (i) 25,713,538 shares of Class A common stock of the issuer ("Class A Common Stock") and (ii) 1,280 shares of Class A Common Stock pursuant to an award of restricted stock units ("RSUs") described in footnote 5 below.
F4 These securities are owned directly by Byron and Tina Trott.
F5 Represents shares of Class A Common Stock pursuant to an award of RSUs granted to Ms. Rainko in connection with her service as a director. Ms. Rainko has automatically assigned all rights, title and interest in the RSUs reported herein to BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC, split proportionally based on the number of shares of Class A Common Stock and Class B common stock of the issuer ("Class B Common Stock") beneficially owned by each such entity. These RSUs vest on the earlier of (i) the one year anniversary of the date of grant and (ii) the time of the annual stockholder meeting that occurs during the 2022 fiscal year.
F6 These securities are owned directly by BDT WSP Holdings, LLC.
F7 Reflects common units of Weber HoldCo LLC (the "LLC Units") disposed of directly to the issuer (and the cancellation of a corresponding number of shares of Class B Common Stock on a one-for-one basis). While the reporting person may normally require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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, in this case, LLC Units were disposed of directly to the issuer (with the cancellation of a corresponding number of shares of Class B Common Stock on a one-for-one basis).
F8 Reflects shares of Class B Common Stock and LLC Units held by the applicable reporting person. The reporting person may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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 were received by the holder in the reorganization transactions effected in connection with the issuer's initial public offering in replacement of historical units of a predecessor entity. The LLC Units do not expire.