DM Individual Aggregator, LLC - 24 Jan 2024 Form 4 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: 24 Jan 2024
Transactions value $: $0
Form type: 4
Filing time: 25 Jan 2024, 21:59:03
Previous filing: 02 Jan 2024
Next filing: 26 Feb 2024
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	+233K	+17.31%	$0.00	1.58M	24 Jan 2024	Direct	F1
transaction	BROS	Class B Common Stock	Conversion of derivative security	$0	-233K	-1.01%	$0.00	22.9M	24 Jan 2024	Direct	F1

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	-233K	-1.01%	$0.00	22.9M	24 Jan 2024	Class A Common Stock	233K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Dutch Mafia, LLC ("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. On January 24, 2024, the Reporting Person exchanged 233,333 Class A Common Units for 233,333 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.
F2	Represents Class A Common Units of Dutch Mafia.

Content

Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Dutch Mafia, LLC ("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. On January 24, 2024, the Reporting Person exchanged 233,333 Class A Common Units for 233,333 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.

Represents Class A Common Units of Dutch Mafia.