Bdt Capital Partners, Llc - Feb 21, 2023 Form 4 Insider Report for Weber Inc. (WEBR)

Role: Director, 10%+ Owner
Signature: /s/ Mary Ann Todd as authorized signatory for BDT WSP Holdings, LLC
Stock symbol: WEBR
Transactions as of: Feb 21, 2023
Transactions value $: -$26,056,844
Form type: 4
Date filed: 2/21/2023, 04:22 PM
Previous filing: Mar 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WEBR	Class A Common Stock	Other		-11.3K	-100%		0	Feb 21, 2023	See footnotes	F1, F2, F3, F4, F5, F7
transaction	WEBR	Class A Common Stock	Other		-8.93K	-100%		0	Feb 21, 2023	See footnotes	F1, F3, F4, F5, F7
transaction	WEBR	Class A Common Stock	Other		-25.5M	-100%		0	Feb 21, 2023	See footnotes	F1, F3, F4, F6, F7
transaction	WEBR	Class A Common Stock	Disposed to Issuer	-$26.1M	-3.24M	-100%	$8.05	0	Feb 21, 2023	See footnotes	F1, F3, F4, F8, F9
transaction	WEBR	Class B Common Stock	Other		-153M	-100%		0	Feb 21, 2023	See footnotes	F1, F3, F4, F5, F10, F11
transaction	WEBR	Class B Common Stock	Other		-12.3M	-100%		0	Feb 21, 2023	See footnotes	F1, F3, F4, F9, F10, F11

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 of Weber HoldCo LLC	Other		-153M	-100%		0	Feb 21, 2023	Class A Common Stock	153M		See footnotes	F1, F3, F4, F5, F10, F11
transaction	WEBR	LLC Units of Weber HoldCo LLC	Other		-12.3M	-100%		0	Feb 21, 2023	Class A Common Stock	12.3M		See footnotes	F1, F3, F4, F9, F10, F11

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

Bdt Capital Partners, Llc 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").1. 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	Represents shares of Class A common stock ("Class A Common Stock") pursuant to an award of restricted stock units ("RSUs") granted to Kelly D. Rainko in connection with her service as a director. Ms. Rainko has automatically assigned all rights, title and interest in the RSUs reported herein to BDT WSP Holdings, LLC.
F3	This Form 4 is jointly filed by (i) BDT WSP Holdings, LLC, (ii) BDT Capital Partners, LLC, (iii) BDT Capital Partners I-A Holdings, LLC; (iv) BDTCP GP I, LLC, (v) BDTP GP, LLC, and (vi) Byron D. Trott. Byron D. Trott is the sole member of BDTP GP, LLC, which is the managing member of BDT Capital Partners, LLC, which is the managing member of each of BDT WSP Holdings, LLC and BDTCP GP I, LLC, which is the managing member of BDT Capital Partners I-A Holdings, LLC. Each of BDT Capital Partners, LLC, BDTP GP, LLC and Mr. Trott may be deemed to have indirect voting and investment control over the shares held by BDT WSP Holdings, LLC and BDT Capital Partners I-A Holdings, LLC, and in addition, BDTCP GP I, LLC may be deemed to have indirect voting and investment control over the
F4	(cont from fn 1) shares held by BDT Capital Partners I-A Holdings, LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Ms. Rainko is a Partner of BDT & MSD Partners, LLC, fka BDT & Company, LLC, an affiliate of BDT Capital Partners, LLC, and is a director of the issuer. By virtue of her service on the Board of Directors of the issuer as a representative of BDT Capital Partners, LLC, for purposes of Section 16, the reporting persons may be deemed to be a director by deputization of the Issuer.
F5	These securities are owned directly by BDT WSP Holdings, LLC.
F6	These securities are owned directly by BDT Capital Partners I-A Holdings, LLC.
F7	Pursuant to the Merger Agreement and in connection with the consummation of the Merger, shares of Class A Common Stock held directly by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC outstanding immediately prior to the effective time of the Merger ("Holdings Shares") were converted into an identical number of newly issued shares of the surviving corporation.
F8	Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Class A Common Stock (other than shares held by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC and certain other shares as of Class A Common Stock canceled for no consideration pursuant to the Merger Agreement) was automatically canceled and converted into the right to receive the Merger Consideration.
F9	These securities are owned directly by Byron and Tina Trott.
F10	Reflects shares of Class B Common Stock of the Issuer (the "Class B Common Stock") and common units of Weber HoldCo LLC (the "LLC Units") held by the applicable reporting person. Prior to the consummation of the Merger, holders of LLC Units had the right to require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the Issuer's Class A Common Stock on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock would also be cancelled on a one-for-one basis).
F11	Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Class B Common Stock outstanding immediately prior to the effective time of the Merger (other than certain shares of Class B Common Stock canceled for no consideration pursuant to the Merger Agreement) was converted into an identical number of newly issued shares of Class B common stock of the surviving corporation. The LLC Units are no longer redeemable for Issuer's Class A Common Stock and are instead redeemable for the Class A common stock of the surviving corporation.