| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WEBR | Class A Common Stock | Other | -$151K | -18.7K | -6.06% | $8.05 | 290K | Feb 21, 2023 | Direct | F1, F2 |
| transaction | WEBR | Class A Common Stock | Other | -290K | -100% | 0 | Feb 21, 2023 | Direct | F1, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WEBR | Stock Option | Other | -62.3K | -100% | 0 | Feb 21, 2023 | Class A Common Stock | 62.3K | $18.05 | Direct | F1, F4, F5 | ||
| transaction | WEBR | Profits Units in Weber HoldCo LLC | Other | -362K | -100% | 0 | Feb 21, 2023 | Class A Common Stock | 362K | $6.13 | See footnotes | F1, F6, F7, F8 | ||
| transaction | WEBR | Profits Units in Weber HoldCo LLC | Other | -362K | -100% | 0 | Feb 21, 2023 | Class A Common Stock | 362K | $7.92 | See footnotes | F1, F6, F7, F8 | ||
| transaction | WEBR | Profits Units in Weber HoldCo LLC | Other | -516K | -100% | 0 | Feb 21, 2023 | Class A Common Stock | 516K | $9.71 | See footnotes | F1, F6, F7, F8 |
Michael G. Jacobs is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | 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. |
| F4 | Reflects stock options that were granted on October 14, 2021, which vest and become exercisable in equal annual installments over three years subject to continued employment through the applicable vesting date, unless the reporting person leaves employment due to death or disability. |
| F5 | Pursuant to the Merger Agreement and in connection with the consummation of the Merger, shares of Class A Common Stock underlying stock options were converted into an identical number of newly issued shares of the surviving corporation. |
| F6 | Reflects profits units in Weber HoldCo LLC (the "Profits Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding profits units of Weber-Stephen Management Pool LLC ("Management Pool LLC"), 2/3 of which are vested and the remaining 1/3 of which vest on September 15, 2023. The Profits Units are convertible, at the reporting person's election, into common units of Weber HoldCo LLC ("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 ("Class B Common Stock") would be issued to Weber HoldCo 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 |
| F7 | (cont'd from fn 6) the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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. 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 reporting person's termination of employment. The LLC Units do not expire. |
| F8 | Pursuant to the Merger Agreement and in connection with the consummation of the Merger, shares underlying Profits Units were converted into an identical number of newly issued shares of the surviving corporation. |