Thomas E Davin Form 4 BRC / THOMAS E DAVIN ownership change

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^*

DAVIN THOMAS E

(Last) (First) (Middle)

C/O BRC INC., 1144 S 500 W

(Street)

SALT LAKE CITY UT 84101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRC Inc. [ BRCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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(1)	09/09/2024		J(2)		10,884	D	$0	7,083,872	D
Class B Common Stock(1)	09/09/2024		J(2)		15,544	D	$0	1,196,406	I	Held through an LLC
Class A Common Stock	09/09/2024		C(2)		10,884	A	$0	26,735	D
Class A Common Stock	09/09/2024		C(2)		15,544	A	$0	15,544	I	Held through an LLC
Class A Common Stock	09/09/2024		S		10,884	D	$3.8112	15,851	D
Class A Common Stock	09/09/2024		S		15,544	D	$3.8112	0	I	Held through an LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Common Units	(3)	09/09/2024		C(2)			10,884	08/09/2022	(3)	Class A Common Stock	10,884	$0	7,083,872	D
Common Units	(3)	09/09/2024		C(2)			15,544	08/09/2022	(3)	Class A Common Stock	15,544	$0	1,196,406	I	Held through an LLC

Explanation of Responses:

1. The reported securities provide no economic rights in BRC Inc. (the "Issuer") to the holder thereof but each share of Class B Common Stock ("Class B Share") entitles the holder to one vote as a common stockholder of the Issuer.

2. Represents the exchange of an aggregate of 26,428 common units of Authentic Brands LLC (the "Common Units") for an equivalent number of shares of Class A Common Stock of the Issuer and the forfeiture of an equivalent number of Class B Shares of the Issuer.

3. The Common Units may be exchanged by the holder (upon forfeiture of an equivalent number of Class B Shares), at any time and from time to time, for an equivalent number of shares of Class A Common Stock of the Issuer (or the cash value thereof, at the election of the Issuer).

	/s/ Andrew McCormick, as attorney-in-fact	09/11/2024
	** 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).
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