| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DTC | Class A Common Stock | Sale | -$20.9M | -4.18M | -60.76% | $5.00 | 2.7M | May 16, 2023 | See footnote | F1, F2, F3, F4, F5, F6, F7 |
| transaction | DTC | Class A Common Stock | Sale | -$10.4M | -2.07M | -76.78% | $5.00 | 627K | May 16, 2023 | See footnote | F1, F2, F3, F7, F8, F9 |
NB Alternatives Advisers LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 is filed jointly by NB Alternatives Advisers LLC ("NBAA"), NB Crossroads Private Markets Fund V Holdings LP ("NB Private Markets V"), NB Crossroads XXII - MC Holdings LP ("NB Crossroads XXII"), NB Gemini Fund LP ("NB Gemini"), and NB Select Opps II MHF LP ("NB Select Opps II") (collectively, the "Reporting Persons"). |
| F2 | The Reporting Persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owners of any securities covered by this statement. The Reporting Persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. |
| F3 | The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to Solo Brands, Inc. (the "Issuer") or securities of the Issuer. |
| F4 | On May 16, 2023, pursuant to an underwriting agreement (the "Underwriting Agreement"), which is attached as Exhibit 1.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 12, 2023, entered into by the Issuer in connection with a registered secondary offering and sale of shares of Class A common stock of the Issuer, $0.001 par value per share ("Shares") by NB Private Markets V, NB Crossroads XXII, NB Gemini, and NB Select Opps II (collectively, the "NB Parties") and certain other selling stockholders listed on Schedule B to the Underwriting Agreement, the underwriters purchased from the NB Parties at a purchase price of $5.25 per share, less the underwriters' discount of $0.25 per share, |
| F5 | (Continued from footnote 4) (the "Offering Price"), (i) 209,087 Shares, that were held directly by NB Private Markets V, (ii) 543,653 Shares that were held directly by NB Crossroads XXII, (iii) 1,610,040 Shares that were held directly by NB Gemini, and (iv) 1,819,126 Shares that were held directly by NB Select Opps II. |
| F6 | Consists of (i) 135,043 Shares, held directly by NB Private Markets V, (ii) 351,130 Shares held directly by NB Crossroads XXII, (iii) 1,039,879 Shares held directly by NB Gemini, and (iv) 1,174,923 Shares held directly by NB Select Opps II. |
| F7 | NBAA exercises dispositive and voting power with respect to the Shares held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the Shares held directly by each of NB Private Markets V, NB Crossroads XXII, NB Gemini, and NB Select Opps II. |
| F8 | In addition, on May 16, 2023, pursuant to a privately negotiated Stock Purchase Agreement (the "Purchase Agreement"), which is attached as Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 12, 2023, by and between the Issuer, the NB Parties and certain other selling stockholders, the Issuer repurchased from the NB Parties at a purchase price of equal to the Offering Price, (i) 103,680 Shares that were held directly by NB Private Markets V, (ii) 269,582 Shares that were held directly by NB Crossroads XXII, (iii) 798,373 Shares that were held directly by NB Gemini, and (iv) 902,054 Shares that were held directly by NB Select Opps II. |
| F9 | Consists of (i) 31,363 Shares, held directly by NB Private Markets V, (ii) 81,548 Shares held directly by NB Crossroads XXII, (iii) 241,506 Shares held directly by NB Gemini, and (iv) 272,869 Shares held directly by NB Select Opps II. As a result of the transactions by the NB Parties pursuant to the Purchase Agreement and the Underwriting Agreement, the Reporting Persons will no longer be reporting persons. |