This Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the initial statement on Schedule 13D filed on June 17, 2021, as amended and supplemented by Amendment No. 1 to Schedule 13D filed on March 21, 2022 (“Amendment No. 1” and, as so amended and supplemented, the “Statement”) by the Reporting Persons relating to the common stock, no par value per share (“Common Stock”) of Vintage Wine Estates, Inc., a Nevada corporation (the “Issuer”).
This Amendment is being filed to report that (i) on December 9, 2022, Bespoke Sponsor Capital LP effected a pro rata in-kind distribution of an aggregate of 333,332 shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 (the “Share Distribution”), (ii) on December 16, 2022, Bespoke Sponsor Capital LP effected a pro rata in-kind distribution of an aggregate of 444,444 warrants to purchase shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 (the “Warrant Distribution” and, together with the Share Distribution, the “Distribution”), and (iii) on December 15, 2022, Bespoke Sponsor Capital LP sold one share in an ordinary brokers’ transaction to cover a portion of the expenses incurred in connection with the Distribution.
Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Statement. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended to add the following:
On November 16, 2022, Patrick A. Roney (“Roney”) purchased 25,000 shares of Common Stock on the open market. On November 17, 2022, Roney purchased 25,000 shares of Common Stock on the open market. All such shares were purchased with Roney’s personal funds. The aggregate consideration paid for such shares was approximately $157,925.
On December 9, 2022, Bespoke Sponsor Capital LP effected the Share Distribution of an aggregate of 333,332 shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 and (ii) on December 16, 2022, Bespoke Sponsor Capital LP effected the Warrant Distribution of an aggregate of 444,444 warrants to purchase shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933. As part of the Share Distribution, each of Mark W.B. Harms and Robert L. Berner III received 84,388 shares of Common Stock. As part of the Warrant Distribution, each of Mark W.B. Harms and Robert L. Berner III received 14,351 warrants to purchase shares of Common Stock.
On December 15, 2022, Bespoke Sponsor Capital LP sold one share in an ordinary brokers’ transaction to cover a portion of the expenses incurred in connection with the Distribution.
Item 5. Interest in Securities of the Issuer
Item 5(a) and (b) of the Statement is hereby amended and restated as follows:
(a) and (b) The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Statement and are incorporated herein by this reference thereto.
Item 2(a) of this Statement, which identifies the Reporting Persons, the Major Investors and the Specified Investors and discloses the voting provisions of the Investor Rights Agreement and the Voting Agreement, is incorporated herein by this reference thereto.
By virtue of the Investor Rights Agreement, the Specified Investors may be deemed to be members of a “group” as defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended. The Specified Investors collectively own 36,649,173 shares of Common Stock, or approximately 52.9% of all shares of Common Stock outstanding as of June 7, 2021. The Major Investors collectively own 31,096,950 shares of Common Stock, or approximately 44.9% of all shares of Common Stock outstanding as of that date.
The percentages of beneficial ownership disclosed in this Statement are based on an aggregate of 61,691,054 shares of Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the SEC on November 9, 2022.
Item 5(c) of the Statement is hereby amended to add the following:
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