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

Role: Chief Operations Officer
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, 07:40 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						134K	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	134K		Direct	F3, F4
holding	BRCC	Restricted Units							Feb 9, 2022	Common Units and Class B Common Stock			Direct	F5

* 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 41,500 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 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.
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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney