DM Individual Aggregator, LLC - May 16, 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
Stock symbol
BROS
Transactions as of
May 16, 2024
Transactions value $
-$8,127,902
Form type
4
Date filed
5/20/2024, 03:43 PM
Previous filing
May 15, 2024
Next filing
May 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BROS Class A Common Stock Sale -$6.11M -166K -13.18% $36.79 1.09M May 17, 2024 Direct F1, F2
transaction BROS Class A Common Stock Sale -$2.02M -54K -4.94% $37.41 1.04M May 17, 2024 Direct F1, F3
transaction BROS Class B Common Stock Other $0 -8.04M -36.21% $0.00 14.2M May 16, 2024 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2023.
F2 Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $36.2500 to $37.2400 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F3 Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $37.2500 to $37.7600 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F4 Pursuant to that certain Share Surrender Agreement, dated May 16, 2024, by and among the Issuer, Dutch Mafia, LLC, DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC (the "Share Surrender Agreement"), DM Individual Aggregator, LLC surrendered and transferred to the Issuer for no consideration 8,041,325 shares of Class B Common Stock. Without any further action on the part of the Issuer, all shares of Class B Common Stock surrendered to the Issuer pursuant to the Share Surrender Agreement were automatically cancelled immediately following such surrender.