Weber-Stephen Management Pool LLC - 07 Nov 2022 Form 4 Insider Report for Weber Inc.

Role: 10%+ Owner
Signature: /s/ Erik Chalut as Attorney-in-Fact for Weber-Stephen Management Pool LLC
Issuer symbol: N/A
Transactions as of: 07 Nov 2022
Net transactions value: $0
Form type: 4
Filing time: 06 Dec 2022, 18:27:35 UTC
Previous filing: 26 Jul 2022
Next filing: 30 Nov 2022
SEC: View on sec.gov

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	Disposed to Issuer	$0	-177,777	-7.7%	$0.000000	2,125,422	07 Nov 2022	Class A Common Stock	177,777	$8.98	Direct	F1, F2, F3, F4
transaction	WEBR	Profits Units in Weber HoldCo LLC	Disposed to Issuer	$0	-88,888	-7.7%	$0.000000	1,062,711	07 Nov 2022	Class A Common Stock	88,888	$10.55	Direct	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Reflects the forfeiture of certain unvested Profits Units (as defined below) in connection with certain employees who forfeited corresponding units in the reporting person in connection with performance metrics applicable to the corresponding units not being fully achieved.
F2	Reflects profits units in Weber HoldCo LLC (the "Profits Units") held by the reporting person for the benefit of individuals who hold corresponding units in the reporting person (each a "Management Holder"). Generally, the Profits Units vest based on the continued service of the applicable Management Holder who holds corresponding units in the reporting person. The Profits Units are convertible, at the election of the relevant Management Holder, into common units of Weber HoldCo LLC (the "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 (the "Class B Common Stock") would be issued to the reporting person).
F3	Class B Common Stock and LLC Units will then be distributed to the applicable Management Holder who holds corresponding units in the reporting person, in which case, such Management Holder may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock (the "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.
F4	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 relevant Management Holder's termination of employment. The LLC Units do not expire.