TSG7 A Management LLC - Nov 15, 2023 Form 4 Insider Report for Dutch Bros Inc. (BROS)

Role
10%+ Owner
Signature
By: /s/ Drew Weilbacher as Chief Compliance Officer
Stock symbol
BROS
Transactions as of
Nov 15, 2023
Transactions value $
-$158,854,840
Form type
4
Date filed
11/17/2023, 08:29 PM
Previous filing
Aug 17, 2022
Next filing
Dec 20, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BROS Class C Common Stock Other -3.99M -10.83% 32.9M Nov 15, 2023 By Dutch Holdings, LLC F1, F2, F3
transaction BROS Class A Common Stock Conversion of derivative security +3.99M +22120.91% 4.01M Nov 15, 2023 By Dutch Holdings, LLC F1, F2, F3
transaction BROS Class A Common Stock Sale -$112M -3.99M -99.55% $28.16 18.1K Nov 15, 2023 By Dutch Holdings, LLC F2, F3
transaction BROS Class C Common Stock Other -220K -0.67% 32.7M Nov 15, 2023 By Dutch Holdings, LLC F2, F3, F4
transaction BROS Class C Common Stock Other -231K -9.26% 2.26M Nov 15, 2023 By TSG7 A AIV VI, L.P. F1, F2, F3
transaction BROS Class A Common Stock Conversion of derivative security +231K 231K Nov 15, 2023 By TSG7 A AIV VI, L.P. F1, F2, F3
transaction BROS Class A Common Stock Sale -$6.5M -231K -100% $28.16 0 Nov 15, 2023 By TSG7 A AIV VI, L.P. F2, F3
transaction BROS Class C Common Stock Other -48.4K -2.14% 2.21M Nov 15, 2023 By TSG7 A AIV VI, L.P. F2, F3, F5
transaction BROS Class A Common Stock Conversion of derivative security +1.09M 1.09M Nov 15, 2023 TSG7 A AIV VI Holdings-A, L.P. F2, F3, F6
transaction BROS Class A Common Stock Sale -$30.8M -1.09M -100% $28.16 0 Nov 15, 2023 TSG7 A AIV VI Holdings-A, L.P. F2, F3
transaction BROS Class A Common Stock Conversion of derivative security +324K 324K Nov 15, 2023 By DG Coinvestor Blocker Aggregator, L.P. F2, F3, F6
transaction BROS Class A Common Stock Sale -$9.12M -324K -100% $28.16 0 Nov 15, 2023 By DG Coinvestor Blocker Aggregator, L.P. F2, F3

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 BROS Class A Common LLC Units Conversion of derivative security -3.99M -10.83% 32.9M Nov 15, 2023 Class A Common Stock 3.99M By Dutch Holdings, LLC F1, F2, F3, F7
transaction BROS Class A Common LLC Units Other -220K -0.67% 32.7M Nov 15, 2023 Class A Common Stock 220K By Dutch Holdings, LLC F2, F3, F4, F7
transaction BROS Class A Common LLC Units Conversion of derivative security -231K -9.26% 2.26M Nov 15, 2023 Class A Common Stock 231K By TSG7 A AIV VI, L.P. F1, F2, F3, F7
transaction BROS Class A Common LLC Units Other -48.4K -2.14% 2.21M Nov 15, 2023 Class A Common Stock 48.4K By TSG7 A AIV VI, L.P. F2, F3, F5, F7
transaction BROS Class D Common Stock Conversion of derivative security -1.09M -11.46% 8.45M Nov 15, 2023 Class A Common Stock 1.09M By TSG7 A AIV VI Holdings-A, L.P. F2, F3, F6, F8
transaction BROS Class D Common Stock Other -1.45K -0.02% 8.45M Nov 15, 2023 Class A Common Stock 1.45K By TSG7 A AIV VI Holdings-A, L.P. F2, F3, F8, F9
transaction BROS Class D Common Stock Conversion of derivative security -324K -11.42% 2.51M Nov 15, 2023 Class A Common Stock 324K By DG Coinvestor Blocker Aggregator, L.P. F2, F3, F6, F8
transaction BROS Class D Common Stock Other -123 0% 2.51M Nov 15, 2023 Class A Common Stock 123 By DG Coinvestor Blocker Aggregator, L.P. F2, F3, F8, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.
F2 TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.
F3 (Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners.
F4 Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 219,510 Class C Shares and 219,510 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
F5 Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 48,408 Class C Shares and 48,408 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
F6 Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.
F7 Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled.
F8 The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.
F9 Represents a pro rata distribution in kind of Class D Common Stock. 1,453 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
F10 Represents a pro rata distribution in kind of Class D Common Stock.