Kelly Rainko - 21 Feb 2023 Form 4 Insider Report for Weber Inc.

Role
Director
Signature
/s/ Erik Chalut as Attorney-in-Fact for Kelly Rainko
Issuer symbol
N/A
Transactions as of
21 Feb 2023
Net transactions value
-$1,221,032
Form type
4
Filing time
23 Feb 2023, 20:14:49 UTC
Previous filing
31 Aug 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEBR Class A Common Stock Other $1,221,032 -151,681 -100% $8.05 0 21 Feb 2023 Through Living Trust F1, F2
transaction WEBR Class B Common Stock Other -832,785 -100% 0 21 Feb 2023 Through Living Trust F1, F3, F4

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 Other -832,785 -100% 0 21 Feb 2023 Class A Common Stock 832,785 $0.000000 Through Living Trust F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kelly Rainko is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 Reflects shares of Class A common stock of the issuer ("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.
F3 Reflects shares of Class B common stock of the issuer ("Class B Common Stock") and common units of Weber HoldCo LLC ("LLC Units") held by the reporting person. The reporting person may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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 Pursuant to the Merger Agreement and in connection with the consummation of the Merger, underlying shares were converted into an identical number of newly issued shares of the surviving corporation.