BDT Capital Partners Form 4 Weber / Byron D Trott 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^*

BDT CAPITAL PARTNERS, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE

SUITE 3100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Weber Inc. [ WEBR ]

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)
08/27/2021

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

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

	Form filed by One Reporting Person
X	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 A Common Stock	08/27/2021		D		164,749	D	$13.3	25,550,069	I	See footnotes(1)(2)(3)
Class A Common Stock								3,236,875	I	See footnotes(1)(2)(4)
Class A Common Stock								7,649	I	See footnotes(1)(2)(5)(6)
Class B Common Stock	08/27/2021		D(7)		984,751	D	$0(8)	152,711,756	I	See footnotes(1)(2)(6)(8)
Class B Common Stock								12,281,255	I	See footnotes(1)(2)(4)(8)

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
LLC Units of Weber HoldCo LLC	(8)	08/27/2021		D(7)			984,751	(8)	(8)	Class A Common Stock	984,751	$13.3	152,711,756	I	See footnotes(1)(2)(6)(8)
LLC Units of Weber HoldCo LLC	(8)							(8)	(8)	Class A Common Stock	12,281,255		12,281,255	I	See footnotes(1)(2)(4)(8)

1. Name and Address of Reporting Person^*

BDT CAPITAL PARTNERS, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE

SUITE 3100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BDT WSP Holdings, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE

SUITE 3100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BDT Capital Partners I-A Holdings, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE

SUITE 3100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BDTCP GP I, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE

SUITE 3100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BDTP GP, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE

SUITE 3100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trott Byron D

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE

SUITE 3100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is jointly filed by (i) BDT WSP Holdings, LLC, (ii) BDT Capital Partners, LLC, (iii) BDT Capital Partners I-A Holdings, LLC; (iv) BDTCP GP I, LLC, (v) BDTP GP, LLC, and (vi) Byron D. Trott. Byron D. Trott is the sole member of BDTP GP, LLC, which is the managing member of BDT Capital Partners, LLC, which is the managing member of each of BDT WSP Holdings, LLC and BDTCP GP I, LLC, which is the managing member of BDT Capital Partners I-A Holdings, LLC Each of BDT Capital Partners, LLC, BDTP GP, LLC and Mr. Trott may be deemed to have indirect voting and investment control over the shares held by BDT WSP Holdings, LLC and BDT Capital Partners I-A Holdings, LLC, and in addition, BDTCP GP I, LLC may be deemed to have indirect voting and investment control over the

2. (cont from fn 1) shares held by BDT Capital Partners I-A Holdings, LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Kelly D. Rainko is a Partner of BDT & Company, an affiliate of BDT Capital Partners, LLC, and is a director of the issuer. By virtue of her service on the Board of Directors of the issuer as a representative of BDT Capital Partners, LLC, for purposes of Section 16, the reporting persons may be deemed to be a director by deputization of the Issuer.

3. These securities are owned directly by BDT Capital Partners I-A Holdings, LLC, and consist of (i) 25,548,789 shares of Class A common stock of the issuer ("Class A Common Stock") and (ii) 1,280 shares of Class A Common Stock pursuant to an award of restricted stock units ("RSUs") described in footnote 5 below.

4. These securities are owned directly by Byron and Tina Trott.

5. Represents shares of Class A Common Stock pursuant to an award of RSUs granted to Ms. Rainko in connection with her service as a director. Ms. Rainko has automatically assigned all rights, title and interest in the RSUs reported herein to BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC, split proportionally based on the number of shares of Class A Common Stock and Class B common stock of the issuer ("Class B Common Stock") beneficially owned by each such entity. These RSUs vest on the earlier of (i) the one year anniversary of the date of grant and (ii) the time of the annual stockholder meeting that occurs during the 2022 fiscal year.

6. These securities are owned directly by BDT WSP Holdings, LLC.

7. Reflects common units of Weber HoldCo LLC (the "LLC Units") disposed of directly to the issuer (and the cancellation of a corresponding number of shares of Class B Common Stock on a one-for-one basis). While the reporting person may normally require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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, in this case, LLC Units were disposed of directly to the issuer (with the cancellation of a corresponding number of shares of Class B Common Stock on a one-for-one basis).

8. Reflects shares of Class B Common Stock and LLC Units held by the applicable reporting person. The reporting person may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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 were received by the holder in the reorganization transactions effected in connection with the issuer's initial public offering in replacement of historical units of a predecessor entity. The LLC Units do not expire.

	/s/ Mary Ann Todd as authorized signatory for BDT WSP Holdings, LLC	08/31/2021
	/s/ Mary Ann Todd as authorized signatory for BDT Capital Partners, LLC	08/31/2021
	/s/ Mary Ann Todd as authorized signatory for BDT Capital Partners I-A Holdings, LLC	08/31/2021
	/s/ Mary Ann Todd as authorized signatory for BDTCP GP I, LLC	08/31/2021
	/s/ Mary Ann Todd as authorized signatory for BDTP GP, LLC	08/31/2021
	/s/ Mary Ann Todd as Attorney-in-Fact for Byron D. Trott	08/31/2021
	** Signature of Reporting Person	Date
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