Susan T. Congalton - Feb 17, 2023 Form 4 Insider Report for Weber Inc. (WEBR)

Role
Director
Signature
/s/ Erik Chalut as Attorney-in-Fact for Susan T. Congalton
Stock symbol
WEBR
Transactions as of
Feb 17, 2023
Transactions value $
-$1,850,969
Form type
4
Date filed
2/22/2023, 06:38 PM
Previous filing
Mar 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEBR Class B Common Stock Conversion of derivative security -200K -100% 0 Feb 17, 2023 See footnote F1, F2
transaction WEBR Class A Common Stock Conversion of derivative security +200K +660.84% 230K Feb 17, 2023 Direct F3
transaction WEBR Class A Common Stock Other -$1.76M -219K -95.09% $8.05 11.3K Feb 21, 2023 Direct F4, F5
transaction WEBR Class A Common Stock Other -$90.9K -11.3K -100% $8.05 0 Feb 21, 2023 Direct F4, F6

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 in Weber HoldCo LLC Conversion of derivative security -200K -100% 0 Feb 17, 2023 Class A Common Stock 200K See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Susan T. Congalton is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects shares of Class B common stock of the issuer ("Class B Common Stock") and common units of Weber HoldCo LLC ("LLC Units") disposed of by the reporting person as part of a Redemption (as defined below).
F2 Reflects shares of Class B Common Stock and LLC Units in which the reporting person holds an indirect pecuniary interest through ownership of corresponding common units of Weber-Stephen Management Pool LLC ("Management Pool 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 the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A common stock of the issuer ("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 (a "Redemption"). The LLC Units do not expire.
F3 Reflects shares of Class A Common Stock received by the reporting person in connection with a Redemption.
F4 On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
F5 Reflects shares of Class A Common Stock that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive the Merger consideration.
F6 Reflects shares of Class A Common Stock pursuant to an award of restricted stock units that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically accelerated and canceled and converted into the right to receive the Merger consideration.