DM Trust Aggregator, LLC - Oct 23, 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
Stock symbol
BROS
Transactions as of
Oct 23, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
11/13/2023, 06:04 AM
Date Of Original Report
Oct 25, 2023
Previous filing
Sep 15, 2021
Next filing
Dec 15, 2023

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 +2.5M +16006.6% $0.00 2.51M Oct 23, 2023 Direct F2
transaction BROS Class B Common Stock Conversion of derivative security $0 -2.5M -6.36% $0.00 36.8M Oct 23, 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 -2.5M -6.36% $0.00 36.8M Oct 23, 2023 Class A Common Stock 2.5M 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 2,498,631 Class A Common Units for 2,498,631 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 Trust Aggregator, LLC by 4,103,084 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.