Vintage Wine Estates (VWESQ) Form 4 Vintage Wine Estates / ROBERT L BERNER III 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^*

BERNER ROBERT L III

(Last) (First) (Middle)

937 TAHOE BOULEVARD, SUITE 210

(Street)

INCLINE VILLAGE NV 89451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vintage Wine Estates, Inc. [ VWE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2023

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
Common Stock	05/16/2023		J(1)		329,250	A	$0	525,576(2)(3)	D

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
Warrants to purchase common stock	$11.5	05/16/2023		J(4)		57,407		08/11/2021	06/08/2026	Common stock	57,407	$0	86,109(5)	D

Explanation of Responses:

1. The transaction reported represents the receipt by the Reporting Person of an in-kind distribution, for no consideration, of shares of common stock of the Issuer from Bespoke Sponsor Capital LP.

2. Includes 168,776 shares of common stock that were previously reported as being indirectly owned by the Reporting Person.

3. Due to an administrative error, the Reporting Person's previous Form 4 erroneously stated that the Reporting Person was granted 10,478 shares of restricted stock. The Reporting Person was granted 10,478 restricted stock units ("RSUs"). The 10,478 RSUs vest on 11/30/2023.

4. The transaction reported represents the receipt by the Reporting Person of an in-kind distribution, for no consideration, of warrants to purchase common stock of the Issuer from Bespoke Sponsor Capital LP.

5. Includes 28,702 warrants to purchase common stock of the Issuer that were previously reported as being indirectly held by the Reporting Person.

Remarks:

Effective March 31, 2023, the Reporting Person is no longer a managing member of Bespoke Capital Partners, LLC, the general partner of Bespoke Sponsor Capital LP (the "Sponsor"), and thus, the Reporting Person no longer may be deemed to have beneficial ownership over the securities owned by the Sponsor.

	/s/ Patrick A. Roney, Attorney-in-Fact for Robert L. Berner III	05/26/2023
	** 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).
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