Weber-Stephen Management Pool LLC - 31 Jan 2023 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
31 Jan 2023
Net transactions value
$0
Form type
4
Filing time
02 Feb 2023, 19:27:27 UTC
Previous filing
30 Jan 2023
Next filing
22 Feb 2023

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 -224,424 -100% $0.000000* 0 31 Jan 2023 Class A Common Stock 224,424 $5.79 Direct F1, F2, F3, F4
transaction WEBR Profits Units in Weber HoldCo LLC Disposed to Issuer $0 -224,424 -100% $0.000000* 0 31 Jan 2023 Class A Common Stock 224,424 $7.50 Direct F1, F2, F3, F4
transaction WEBR Profits Units in Weber HoldCo LLC Disposed to Issuer $0 -224,424 -19% $0.000000 932,216 31 Jan 2023 Class A Common Stock 224,424 $9.21 Direct F1, F2, F3, F4
transaction WEBR Profits Units in Weber HoldCo LLC Disposed to Issuer $0 -51,643 -5.3% $0.000000 927,217 31 Jan 2023 Class A Common Stock 51,643 $9.71 Direct F1, F2, F3, F4
transaction WEBR Profits Units in Weber HoldCo LLC Disposed to Issuer $0 -42,173 -2% $0.000000 2,083,249 31 Jan 2023 Class A Common Stock 42,173 $8.98 Direct F1, F2, F3, F4
transaction WEBR Profits Units in Weber HoldCo LLC Disposed to Issuer $0 -21,086 -2% $0.000000 1,041,625 31 Jan 2023 Class A Common Stock 21,086 $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 their termination of employment.
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 may 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.