| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2022 | 3. Issuer Name and Ticker or Trading Symbol Weber Inc. [ WEBR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 78,242(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option | (2) | 10/14/2031 | Class A Common Stock | 70,227 | 18.05 | D | |
| Profits Units in Weber HoldCo LLC | (3)(4) | (3)(4) | Class A Common Stock | 310,664 | 6.12 | D | |
| Profits Units in Weber HoldCo LLC | (3)(4) | (3)(4) | Class A Common Stock | 310,664 | 7.91 | D | |
| Profits Units in Weber HoldCo LLC | (3)(4) | (3)(4) | Class A Common Stock | 310,664 | 9.7 | D | |
| Profits Units in Weber HoldCo LLC | (3)(4) | (3)(4) | Class A Common Stock | 307,486.7 | 9.71 | D | |
| Explanation of Responses: |
| 1. Reflects (a) 27,911 restricted stock units that were granted on October 14, 2021, which vest in equal annual installments over three years subject to continued employment through the applicable vesting date, unless the reporting person leaves employment due to death or disability, (b) 35 restricted stock units that were granted in connection with the issuer's initial public offering, which vest on August 9, 2022 subject to continued employment through the vesting date, unless the reporting person leaves employment due to death or disability, (c) 35,400 fully vested restricted stock units, which are subject to deferred settlement, that were issued in connection with the issuer's initial public offering in replacement of long-term incentive awards held by the reporting person under the historical Amended and Restated Weber-Stephen Products LLC Management Incentive Compensation Plan and (d) 14,896 fully vested shares of Class A Common Stock of the issuer ("Class A Common Stock"). |
| 2. Reflects stock options that were granted on October 14, 2021, which vest and become exercisable in equal annual installments over three years subject to continued employment through the applicable vesting date, unless the reporting person leaves employment due to death or disability. |
| 3. Reflects profits units in Weber HoldCo LLC (the "Profits Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding profits units of Weber-Stephen Management Pool LLC ("Management Pool LLC"), 1/3 of which are vested and the remaining 2/3 of which vest in equal installments on September 15, 2022 and September 15, 2023. The Profits Units are convertible, at the reporting person's election, into common units of Weber HoldCo LLC ("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 of the issuer ("Class B Common Stock") would be issued to Weber HoldCo LLC). The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the reporting person at the reporting person's election, in which case |
| 4. (cont'd from fn 3) the reporting person may then 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. Any Profits Units that have not been converted into LLC Units will automatically 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 reporting person's termination of employment. The LLC Units do not expire. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Erik Chalut as Attorney-in-Fact for Alan David Matula | 08/02/2022 | |
| ** 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 5 (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. | ||
