| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BRLT | Class B Common Stock | Conversion of derivative security | -24.2K | -0.08% | 31.9M | Dec 27, 2023 | See footnotes | F1, F2, F3, F4 | ||
| transaction | BRLT | Class A Common Stock | Conversion of derivative security | +24.2K | 24.2K | Dec 27, 2023 | See footnote | F1, F4 | |||
| transaction | BRLT | Class A Common Stock | Sale | -$84.8K | -24.2K | -100% | $3.50 | 0 | Dec 27, 2023 | See footnote | F1, F4, F5 |
| transaction | BRLT | Class B Common Stock | Conversion of derivative security | -9.19K | -0.03% | 31.9M | Dec 28, 2023 | See footnotes | F2, F4, F6, F7 | ||
| transaction | BRLT | Class A Common Stock | Conversion of derivative security | +9.19K | 9.19K | Dec 28, 2023 | See footnote | F4, F6 | |||
| transaction | BRLT | Class A Common Stock | Sale | -$32.4K | -9.19K | -100% | $3.52 | 0 | Dec 28, 2023 | See footnote | F4, F6, F8 |
| transaction | BRLT | Class B Common Stock | Conversion of derivative security | -8.22K | -0.03% | 31.9M | Dec 29, 2023 | See footnotes | F2, F4, F9, F10 | ||
| transaction | BRLT | Class A Common Stock | Conversion of derivative security | +8.22K | 8.22K | Dec 29, 2023 | See footnote | F4, F9 | |||
| transaction | BRLT | Class A Common Stock | Sale | -$28.5K | -8.22K | -100% | $3.46 | 0 | Dec 29, 2023 | See footnote | F4, F9, F11 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BRLT | LLC Units | Conversion of derivative security | -24.2K | -0.08% | 31.9M | Dec 27, 2023 | Class A Common Stock | 24.2K | See footnotes | F1, F2, F3, F4 | |||
| transaction | BRLT | LLC Units | Conversion of derivative security | -9.19K | -0.03% | 31.9M | Dec 28, 2023 | Class A Common Stock | 9.19K | See footnotes | F2, F4, F6, F7 | |||
| transaction | BRLT | LLC Units | Conversion of derivative security | -8.22K | -0.03% | 31.9M | Dec 29, 2023 | Class A Common Stock | 8.22K | See footnotes | F2, F4, F9, F10 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock exchanged for shares of Class A common stock including (i) 23,651 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 47 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 523 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI"). |
| F2 | LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the reporting persons prior to the Issuer's initial public offering, do not expire. |
| F3 | Consists of (i) 31,167,169 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,959 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,056 shares of Class B common stock (and associated LLC Units) held by MCOI. |
| F4 | Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with Gavin Turner possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP, and Gavin Turner is the sole Manager of MMC. Mr. Turner has separately reported the transactions and reported securities reflected in this statement. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. |
| F5 | This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.60, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected. |
| F6 | Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,975 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 18 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 198 LLC Units and shares of Class B common stock exchanged by MCOI. |
| F7 | Consists of (i) 31,158,194 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,941 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,858 shares of Class B common stock (and associated LLC Units) held by MCOI. |
| F8 | This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.62, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected. |
| F9 | Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,029 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 16 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 177 LLC Units and shares of Class B common stock exchanged by MCOI. |
| F10 | Consists of (i) 31,150,165 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,925 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,681 shares of Class B common stock (and associated LLC Units) held by MCOI. |
| F11 | This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.44 to $3.50, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected. |