| 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) 06/07/2021 | 3. Issuer Name and Ticker or Trading Symbol Vintage Wine Estates, Inc. [ VWE ] | |||||||||||||
| 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) |
| Common Stock | 1,650,000(1) | D(2) | |
| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Received in exchange for shares of Vintage Wine Estates, Inc., a California corporation ("VWE"), on June 7, 2021, upon the closing of the business combination set forth in the transaction agreement, dated as of February 3, 2021, by and among Bespoke Capital Acquisition Corp. ("BCAC"), VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC, VWE, Bespoke Sponsor Capital LP, and Darrell D. Swank as the seller representative (and upon consummation of the business combination, the surviving Issuer as renamed "Vintage Wine Estates, Inc."). |
| 2. TGAM Agribusiness Fund Holdings LP ("TGAM Holdings") is the record owner of the shares of Common Stock reported as beneficially owned herein. TGAM Agribusiness Fund LP ("TGAM Fund A") and TGAM Agribusiness Fund-B LP ("TGAM Fund B") together hold 100% of the equity interests in TGAM Holdings. TGAM Agribusiness Fund GP LLC ("TGAM GP") is the general partner of TGAM Fund A and TGAM Fund B. AGR Partners LLC ("AGR") is the managing member of TGAM GP. Mr. Knudsen is AGR's president and chief executive officer and a member of AGR's board of directors and investment committee. Mr. Ourso is a member of AGR's board of directors and investment committee. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned herein except to the extent of its or his pecuniary interest therein. |
| /s/ Christine Taylor, Vice President of AGR Partners LLC, as subadvisor of TGAM AGRIBUSINESS FUND HOLDINGS LP | 06/17/2021 | |
| /s/ Christine Taylor, Vice President of AGR Partners LLC, as subadvisor of TGAM AGRIBUSINESS FUND LP | 06/17/2021 | |
| /s/ Christine Taylor, Vice President of AGR Partners LLC, as subadvisor of TGAM AGRIBUSINESS FUND-B LP | 06/17/2021 | |
| /s/ Christine Taylor, Vice President of TGAM AGRIBUSINESS FUND GP LLC | 06/17/2021 | |
| /s/ Christine Taylor, Vice President of AGR Partners LLC | 06/17/2021 | |
| /s/ Ejnar A. Knudsen III | 06/17/2021 | |
| /s/ A. Justin Ourso IV | 06/17/2021 | |
| ** 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. | ||
