Travis Boersma - Sep 21, 2021 Form 4 Insider Report for Dutch Bros Inc. (BROS)

Role: Executive Chairman of Board, Director, 10%+ Owner
Signature: /s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma
Stock symbol: BROS
Transactions as of: Sep 21, 2021
Transactions value $: -$288,191,744
Form type: 4
Date filed: 11/13/2023, 06:03 AM
Previous filing: Sep 15, 2021
Next filing: Aug 29, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BROS	Class B Common Stock	Disposed to Issuer	-$88.5M	-4.1M	-9.46%	$21.56	39.3M	Sep 21, 2021	By DM Trust Aggregator, LLC	F2, F3
transaction	BROS	Class B Common Stock	Disposed to Issuer	-$55.6M	-2.58M	-9.46%	$21.56	24.7M	Sep 21, 2021	By DM Individual Aggregator, LLC	F2, F3
holding	BROS	Class B Common Stock						714K	Sep 21, 2021	By DMI Holdco LLC

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 Units	Disposed to Issuer	-$88.5M	-4.1M	-9.46%	$21.56	39.3M	Sep 21, 2021	Class A Common Stock	4.1M		By DM Trust Aggregator, LLC	F1, F2, F3
transaction	BROS	Class A Common Units	Disposed to Issuer	-$55.6M	-2.58M	-9.46%	$21.56	24.7M	Sep 21, 2021	Class A Common Stock	2.58M		By DM Individual Aggregator, LLC	F1, F2, F3
holding	BROS	Class A Common Units						714K	Sep 21, 2021	Class A Common Stock	714K		By DMI Holdco LLC	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia"), the operating company of the Issuer. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Dutch Mafia, dated September 14, 2021, Class A Common Units of Dutch Mafia, together with an equal number of shares of Class B Common Stock of the Issuer are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments. Upon such exchange, the associated shares of Class B Common Stock are canceled by the Issuer. The Class A Common Units of Dutch Mafia and the Class B Common Stock of the Issuer do not have an expiration date and the holders thereof are not required to pay an exercise price in connection with exchanges.
F2	In connection with the initial public offering (the "IPO") of the Class A Common Stock of the Issuer and pursuant to the Unit Purchase Agreement dated September 21, 2023 between the Issuer and Dutch Mafia (the "Unit Purchase Agreement"), DM Trust Aggregator, LLC and DM Individual Aggregator, LLC sold a portion of their respective Class A Common Units of Dutch Mafia to the Issuer at a price per share equal to the IPO price per share of the Class A Common Stock, less the applicable underwriting discount and commissions, for an aggregate cash payment from the Issuer.
F3	Pursuant to the Unit Purchase Agreement, DM Trust Aggregator, LLC and DM Individual Aggregator, LLC (i) assigned, conveyed, transferred, delivered and contributed to the Issuer, and the Issuer accepted and assumed, all of their respective rights, titles, obligations, and other interests in and to such purchased Class A Common Units of Dutch Mafia in exchange for such payment and (ii) the Issuer canceled all of their respective rights, obligations, titles and other interests in an equal number of shares of Class B Common Stock of the Issuer for no consideration.