Key facts
- This page summarizes Toby Johnson's Form 3 filing for BRC Inc. (BRCC).
- 0 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 09 Feb 2022, 19:40.
Toby Johnson - 09 Feb 2022 Form 3 Insider Report for BRC Inc. (BRCC)
- Reporting relationship
- Chief Operations Officer
- Issuer ticker
- BRCC
- Reported as of
- 09 Feb 2022
- Net transaction value
- $0
- SEC form
- 3
- Accepted by SEC
- 09 Feb 2022, 19:40:31 UTC
- Next SEC filing
- 10 May 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ Andrew McCormick, as attorney-in-fact
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Toby Johnson filed Form 3 for BRC Inc. (BRCC) on 09 Feb 2022.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
BRCC
holding
Class B Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 134,116
- Date
- 09 Feb 2022
- Ownership
- Direct
- Footnotes
- F1, F2, F4
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
BRCC
holding
Derivative
Common Units
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 09 Feb 2022
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 134,116
- Exercise price
- Footnotes
- F3, F4
BRCC
holding
Derivative
Restricted Units
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 09 Feb 2022
- Ownership
- Direct
- Underlying class
- Common Units and Class B Common Stock
- Underlying amount
- Exercise price
- Footnotes
- F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 5 footnotes
Footnote 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.
Footnote F2
The reported Class B Shares include 41,500 Class B Shares to be issued upon settlement of Restricted Common Units ("RCUs").
Footnote 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).
Footnote F4
The reported amount includes 41,500 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.
Footnote F5
Represents restricted units which, upon vesting, shall settle with delivery of a number of Common Units and Class B Shares based upon the accrued value of such restricted units at the time of vesting, subject to the Issuer's option to purchase such restricted units for cash under certain circumstances. 25% of the restricted units shall vest on the first anniversary of the grant and the remaining 75% shall vest ratably on a quarterly basis during the three-year period beginning with the first anniversary of the grant.
SEC remarks
Exhibit List: Exhibit 24 - Power of Attorney