Mathew Best - Feb 9, 2022 Form 3 Insider Report for BRC Inc. (BRCC)

Role
Chief Branding Officer, 10%+ Owner
Signature
/s/ Andrew McCormick, as attorney-in-fact
Stock symbol
BRCC
Transactions as of
Feb 9, 2022
Transactions value $
$0
Form type
3
Date filed
2/9/2022, 07:29 PM
Next filing
May 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BRCC Class B Common Stock 29M Feb 9, 2022 Direct F1, F2, F4

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
holding BRCC Common Units Feb 9, 2022 Class A Common Stock 29M Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities provide no economic rights in the Issuer to the holder thereof but each share of Class B Common Stock ("Class B Share") entitles the holder to one vote as a common stockholder of the Issuer.
F2 The reported Class B Shares include 3,575,586 Class B Shares to be issued upon settlement of Restricted Common Units ("RCUs").
F3 The reported securities are common units of Authentic Brands LLC ("Authentic Brands"). Beginning on the earlier of August 9, 2022 or such earlier expiration of the lock-up period set forth in an agreement between the Issuer and the Reporting Person, these Common Units may be exchanged by the holder (upon forfeiture of an equivalent number of Class B Shares) for an equivalent number of shares of Class A Common Stock ("Class A Shares") (or the cash value thereof, at the election of the Issuer).
F4 The reported amount includes 3,575,586 RCUs that will each vest and settle with delivery of one Common Unit and one Class B Share as follows: (i) 50% of the RCUs shall vest on the first day on which the VWAP of the Class A Shares is greater than or equal to $15/share over any 20 trading days within any 30 trading day period commencing on or after February 9, 2022 (the "Closing Date"); provided, that, if such vesting event has not occurred by the fifth anniversary of the Closing Date, such RCUs shall be cancelled for no consideration; (ii) 50% of the RCUs shall vest on the first day on which the VWAP of the Class A Shares is greater than or equal to $20/share over any 20 trading days within any 30 trading day period commencing on or after the Closing Date; provided, that, if such vesting event has not occurred by the seventh anniversary of the Closing Date, all of the remaining RCUs shall be cancelled for no consideration.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney