DM Individual Aggregator, LLC - 23 Oct 2023 Form 4/A - Amendment Insider Report for Dutch Bros Inc. (BROS)

Role
10%+ Owner
Signature
/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma, Manager
Issuer symbol
BROS
Transactions as of
23 Oct 2023
Transactions value $
$0
Form type
4/A - Amendment
Filing time
13 Nov 2023, 06:04:07
Date Of Original Report
25 Oct 2023
Previous filing
15 Sep 2021
Next filing
15 Dec 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BROS Class A Common Stock Conversion of derivative security $0 +1.57M +16006.61% $0.00 1.58M 23 Oct 2023 Direct F2
transaction BROS Class B Common Stock Conversion of derivative security $0 -1.57M -6.36% $0.00 23.1M 23 Oct 2023 Direct F2

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 Conversion of derivative security $0 -1.57M -6.36% $0.00 23.1M 23 Oct 2023 Class A Common Stock 1.57M Direct F1, F2
* 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.
F2 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 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. On October 23, 2023, the Reporting Person exchanged 1,571,369 Class A Common Units for 1,571,369 shares of Class A Common Stock of the Issuer, and the corresponding number of shares of Class B Common Stock were canceled by the Issuer.

Remarks:

This amendment is being filed to correct an inadvertent overstatement of the number of Class A Common Units of Dutch Mafia and of shares of Class B Common Stock of the Issuer held by DM Individual Aggregator, LLC by 2,580,398 in the calculation of the Reporting Person's amount of securities beneficially owned following the reported transactions in Column 5 of Table I and Column 9 of Table II.