Bertram Growth Capital III Annex Fund, L.P. - May 16, 2023 Form 4 Insider Report for Solo Brands, Inc. (DTC)

Role
10%+ Owner
Signature
Bertram Growth Capital III Annex Fund, L.P., by Bertram Growth Capital III Annex Fund (GP), L.P., its general partner, by Bertram Growth Capital III (GPLLC), L.L.C., its general partner, by /s/ Jeffrey M. Drazan, Manager
Stock symbol
DTC
Transactions as of
May 16, 2023
Transactions value $
-$18,015,320
Form type
4
Date filed
5/17/2023, 04:10 PM
Previous filing
Oct 28, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DTC Class A Common Stock Sale -$12M -2.41M -60.76% $5.00 1.56M May 16, 2023 See footnote F1, F2
transaction DTC Class A Common Stock Sale -$5.97M -1.19M -76.78% $5.00 361K May 16, 2023 See footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bertram Growth Capital III Annex Fund, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On May 16, 2023, Bertram Growth Capital III Annex Fund, L.P. ("BGC III Annex") sold 2,408,671 shares of Class A common stock (the "Class A common stock") of Solo Brands, Inc. (the "Issuer") in a registered underwritten public offering (the "Offering"), pursuant to that certain Underwriting Agreement, dated as of May 11, 2023, by and among the Issuer, Solo Stove Holdings, LLC, BGC III Annex, the other selling stockholders named therein, and BofA Securities, Inc. and Jefferies LLC, as representatives of the other underwriters named therein. The price to the public in the Offering was $5.25 per share. The per share sale price reported in this Form 4 reflects underwriting discounts and commissions.
F2 BGC III Annex is the direct owner of the shares of Class A common stock. Bertram Growth Capital III Annex Fund (GP), L.P. ("BGC III Annex GP") is the general partner of BGC III Annex. Bertram Growth Capital III (GPLLC), L.L.C. ("BGC III (GPLLC)") is the general partner of BGC III Annex GP. Jeffrey M. Drazan is the manager of BGC III (GPLLC). As such, each of these entities and Mr. Drazan may be deemed to share beneficial ownership of the shares of Class A common stock held of record by BGC III Annex. Each of BGC III Annex GP, BGC III (GPLLC) and Mr. Drazan disclaims beneficial ownership of the shares of Class A common stock held of record by BGC III Annex.
F3 On May 16, 2023, in connection with the closing of the Offering, BGC III Annex sold 1,194,393 shares of Class A common stock to the Issuer, pursuant to that certain Stock Purchase Agreement, dated May 10, 2023, by and among the Issuer, BGC III Annex and the other selling stockholders named therein, at a price of $5.00 per share.