Alan D. Matula - Jul 24, 2022 Form 3 Insider Report for Weber Inc. (WEBR)

Signature
/s/ Erik Chalut as Attorney-in-Fact for Alan David Matula
Stock symbol
WEBR
Transactions as of
Jul 24, 2022
Transactions value $
$0
Form type
3
Date filed
8/2/2022, 08:53 PM
Previous filing
Jun 14, 2022
Next filing
Aug 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WEBR Class A Common Stock 78.2K Jul 24, 2022 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
holding WEBR Stock Option Jul 24, 2022 Class A Common Stock 70.2K $18.05 Direct F2
holding WEBR Profits Units in Weber HoldCo LLC Jul 24, 2022 Class A Common Stock 311K $6.12 Direct F3, F4
holding WEBR Profits Units in Weber HoldCo LLC Jul 24, 2022 Class A Common Stock 311K $7.91 Direct F3, F4
holding WEBR Profits Units in Weber HoldCo LLC Jul 24, 2022 Class A Common Stock 311K $9.70 Direct F3, F4
holding WEBR Profits Units in Weber HoldCo LLC Jul 24, 2022 Class A Common Stock 307K $9.71 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects (a) 27,911 restricted stock units that were granted on October 14, 2021, which vest in equal annual installments over three years subject to continued employment through the applicable vesting date, unless the reporting person leaves employment due to death or disability, (b) 35 restricted stock units that were granted in connection with the issuer's initial public offering, which vest on August 9, 2022 subject to continued employment through the vesting date, unless the reporting person leaves employment due to death or disability, (c) 35,400 fully vested restricted stock units, which are subject to deferred settlement, that were issued in connection with the issuer's initial public offering in replacement of long-term incentive awards held by the reporting person under the historical Amended and Restated Weber-Stephen Products LLC Management Incentive Compensation Plan and (d) 14,896 fully vested shares of Class A Common Stock of the issuer ("Class A Common Stock").
F2 Reflects stock options that were granted on October 14, 2021, which vest and become exercisable in equal annual installments over three years subject to continued employment through the applicable vesting date, unless the reporting person leaves employment due to death or disability.
F3 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"), 1/3 of which are vested and the remaining 2/3 of which vest in equal installments on 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, in which case
F4 (cont'd from fn 3) the reporting person may then 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. 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.

Remarks:

Exhibit 24 - Power of Attorney