Travis Boersma - Oct 23, 2023 Form 4/A - Amendment 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: Oct 23, 2023
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 11/13/2023, 06:05 AM
Date Of Original Report: Oct 25, 2023
Previous filing: Aug 29, 2023
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	By DM Trust Aggregator, LLC	F2
transaction	BROS	Class A Common Stock	Conversion of derivative security	$0	+1.57M	+16006.61%	$0.00	1.58M	Oct 23, 2023	By DM Individual Aggregator, LLC	F2
transaction	BROS	Class B Common Stock	Conversion of derivative security	$0	-2.5M	-6.36%	$0.00	36.8M	Oct 23, 2023	By DM Trust Aggregator, LLC	F2
transaction	BROS	Class B Common Stock	Conversion of derivative security	$0	-1.57M	-6.36%	$0.00	23.1M	Oct 23, 2023	By DM Individual Aggregator, LLC	F2
holding	BROS	Class B Common Stock						714K	Oct 23, 2023	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	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	By DM Trust Aggregator, LLC	F1, F2
transaction	BROS	Class A Common Units	Conversion of derivative security	$0	-1.57M	-6.36%	$0.00	23.1M	Oct 23, 2023	Class A Common Stock	1.57M	By DM Individual Aggregator, LLC	F1, F2
holding	BROS	Class A Common Units						714K	Oct 23, 2023	Class A Common Stock	714K	By DMI Holdco LLC	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 surrendered and 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.

Content

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 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 surrendered and 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.

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 Dutch Bros held by DM Trust Aggregator, LLC and DM Individual Aggregator, LLC by 4,103,084 and 2,580,398, respectively, 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.