Marla Kilpatrick - Feb 17, 2023 Form 4 Insider Report for Weber Inc. (WEBR)

Role: Interim Chief Fin Ofcr
Signature: /s/ Erik Chalut as Attorney-in-Fact for Marla Kilpatrick
Stock symbol: WEBR
Transactions as of: Feb 17, 2023
Transactions value $: -$304,169
Form type: 4
Date filed: 2/22/2023, 06:40 PM
Previous filing: Nov 9, 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		-25.2K	-100%		0	Feb 17, 2023	See footnote	F1, F2
transaction	WEBR	Class A Common Stock	Conversion of derivative security		+25.2K	+13.12%		217K	Feb 17, 2023	Direct	F3
transaction	WEBR	Class A Common Stock	Other	-$304K	-37.8K	-17.38%	$8.05	180K	Feb 21, 2023	Direct	F4, F5
transaction	WEBR	Class A Common Stock	Other		-180K	-100%		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		-25.2K	-100%		0	Feb 17, 2023	Class A Common Stock	25.2K		See footnote	F1, F2

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

Marla Kilpatrick 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	Represents shares of Class A Common Stock pursuant to awards of restricted stock units ("RSUs") granted to the reporting person. Pursuant to the Merger Agreement and in connection with the consummation of the Merger, shares of Class A Common Stock underlying RSUs were converted into an identical number of newly issued shares of the surviving corporation.