SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Weber Inc. [ WEBR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B Common Stock | 02/17/2023 | J(1) | 4,310,215 | D | $0(1) | 4,168,534 | D | |||
Class B Common Stock | 02/21/2023 | J(2) | 4,168,534 | D | (3) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LLC Units in Weber HoldCo LLC | (1) | 02/17/2023 | J(1) | 4,310,215 | (4) | (4) | Class A Common Stock | 4,310,215 | $0 | 4,168,534 | D | ||||
LLC Units in Weber HoldCo LLC | (3) | 02/21/2023 | J(2) | 4,168,534 | (4) | (4) | Class A Common Stock | 4,168,534 | $0 | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $6.12 | 02/21/2023 | J(2) | 310,664 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 310,664 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $6.13 | 02/21/2023 | J(2) | 361,516.7 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 361,516.7 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $7.91 | 02/21/2023 | J(2) | 310,664 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 310,664 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $7.92 | 02/21/2023 | J(2) | 361,516.7 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 361,516.7 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $8.98 | 02/21/2023 | J(2) | 2,083,249.17 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 2,083,249.17 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $8.99 | 02/21/2023 | J(2) | 275,439.67 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 275,439.67 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $9.21 | 02/21/2023 | J(2) | 932,216.07 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 932,216.07 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $9.23 | 02/21/2023 | J(2) | 1,381,064.93 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 1,381,064.93 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $9.67 | 02/21/2023 | J(2) | 137,719.83 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 137,719.83 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $9.7 | 02/21/2023 | J(2) | 310,664 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 310,664 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $9.71 | 02/21/2023 | J(2) | 927,217.07 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 927,217.07 | (3) | 0 | D | ||||
Profits Units in Weber HoldCo LLC | $10.55 | 02/21/2023 | J(2) | 1,041,624.59 | (5)(4)(6) | (5)(4)(6) | Class A Common Stock | 1,041,624.59 | (3) | 0 | D |
Explanation of Responses: |
1. Reflects a distribution of shares of Class B Common Stock of the issuer (the "Class B Common Stock") and common units of Weber HoldCo LLC (the "LLC Units") held by individuals who hold corresponding units in the reporting person (each a "Management Holder"). |
2. On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). |
3. Pursuant to the Merger Agreement and in connection with the consummation of the Merger, underlying shares were converted into an identical number of newly issued shares of the surviving corporation. |
4. Class B Common Stock and LLC Units are distributed to the applicable Management Holder who holds corresponding units in the reporting person at such Management Holder's election, in which case, such Management Holder may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The LLC Units do not expire. |
5. Reflects profits units in Weber HoldCo LLC (the "Profits Units") held by the reporting person for the benefit of Management Holders. Generally, the Profits Units vest based on the continued service of the applicable Management Holder who holds corresponding units in the reporting person. The Profits Units are convertible, at the election of the relevant Management Holder, into LLC Units based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock would be issued to the reporting person). |
6. Any Profits Units that have not been converted into LLC Units may be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the relevant Management Holder's termination of employment. The LLC Units do not expire. |
/s/ Erik Chalut as Attorney-in-Fact for Weber-Stephen Management Pool LLC | 02/22/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |