QualTek Services (QTEKQ) Form 3 QualTek Services / Andrew S. Weinberg ownership change

SEC Form 3

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^*

Weinberg Andrew S.

(Last) (First) (Middle)

C/O BRIGHTSTAR CAPITAL PARTNERS

650 FIFTH AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2022

3. Issuer Name and Ticker or Trading Symbol
QualTek Services Inc. [ QTEK ]

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

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

5. 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 Beneficially Owned
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	12,673,939	I	See footnotes(1)(2)
Class B Common Stock	13,939,005	I	See footnotes(1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Common Units	(1)(3)	(4)	Class A Common Stock	13,939,005	(4)	I	See footnote(3)(4)
Earnout Shares	(5)(6)	(5)(6)	Class A Common Stock	2,274,934	(5)(6)	I	See footnote(5)(6)
Earnout Units	(7)(8)	(7)(8)	Class A Common Stock	2,678,374	(7)(8)	I	See footnote(7)(8)

1. Name and Address of Reporting Person^*

Weinberg Andrew S.

(Last) (First) (Middle)

C/O BRIGHTSTAR CAPITAL PARTNERS

650 FIFTH AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP AIV INVESTOR HOLDINGS-3, L.P

(Last) (First) (Middle)

C/O BRIGHTSTAR CAPITAL PARTNERS

650 FIFTH AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP STRATEGIC AIV INVESTOR HOLDINGS-2, L.P

(Last) (First) (Middle)

C/O BRIGHTSTAR CAPITAL PARTNERS

650 FIFTH AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brightstar GP Investors, LLC

(Last) (First) (Middle)

C/O BRIGHTSTAR CAPITAL PARTNERS

650 FIFTH AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP Qualtek Investor Holdings, L.P.

(Last) (First) (Middle)

C/O BRIGHTSTAR CAPITAL PARTNERS

650 FIFTH AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP QUALTEK, LLC

(Last) (First) (Middle)

C/O BRIGHTSTAR CAPITAL PARTNERS

650 FIFTH AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP QUALTEK II, LLC

(Last) (First) (Middle)

C/O BRIGHTSTAR CAPITAL PARTNERS

650 FIFTH AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Mr. Weinberg is a director of QualTek Services Inc. (the "Registrant") and the Managing Member of Brightstar GP Investors, LLC ("Brightstar GP"). Brightstar GP is the general partner of Brightstar Associates, L.P. ("Brightstar Associates"). Brightstar Associates is the general partner of Brightstar Capital Partners QualTek Holdings, L.P., which in turn is the sole member of BCP QualTek, LLC ("BCP LLC") and BCP QualTek II, LLC ("BCP II LLC"). Brightstar Associates is also the general partner of BCP QualTek Investor Holdings, L.P. ("BCP L.P."), BCP Strategic AIV Investor Holdings-2, L.P. ("BCP AIV-2") and BCP AIV Investor Holdings-3 ("BCP AIV-3"). Mr. Weinberg may be deemed to beneficially own the securities held by BCP AIV-3, BCP AIV-2, BCP L.P., BCP LLC and BCP II LLC, but he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

2. The reported securities consist of (i) 3,737,553 shares of Class A Common Stock of the Registrant ("Class A Shares") held by BCP AIV-3; (ii) 4,293,191 Class A Shares held by BCP AIV-2; (iii) 4,237,652 Class A Shares held by BCP L.P.; and (iv) 405,543 Class A Shares held by BCP LLC.

3. The reported securities consist of (i) 11,780,782 shares of Class B Common Stock of the Registrant ("Class B Shares") held by BCP LLC; and (ii) 2,158,223 Class B Shares held by BCP II LLC. Class B Shares confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Shares. Upon exchange of Common Units of QualTek HoldCo, LLC ("QualTek HoldCo") that are held by BCP LLC and BCP II LLC and reported in Table II hereof, an equal number of shares of Class B Shares will be delivered to the Registrant and cancelled for no consideration.

4. Pursuant to the Third Amended and Restated Limited Liability Company Agreement, dated February 14, 2022, by and among the Registrant and the other parties thereto, each Common Unit (together with one Class B Share for every Common Unit) is exchangeable for one Class A Share, subject to certain restrictions set forth therein.

5. The reported securities consist of (i) 626,122 Earnout Shares held by BCP AIV-3; (ii) 719,230 Earnout Shares held by BCP AIV-2; and (iii) 929,582 Earnout Shares held by BCP L.P. The reported securities will be subject to certain restrictions on transfer and voting and potential forfeiture pending the achievement of the earnout targets. Pursuant to a Business Combination Agreement by and among the Registrant and certain other parties thereto, dated as of June 16, 2021 (as subsequently amended, modified or restated, the "BCA"), the applicable restrictions on transfer and voting will cease for 50% of the Earnout Shares if, on or any time prior to the fifth anniversary of the date of the closing of the business combination (the "Closing"), the closing sale price per Class A Share equals or exceeds $15.00 for 20 trading days of any 30 consecutive trading day period following the Closing.

6. The applicable restrictions on transfer and voting will cease for 50% of the Earnout Shares if, on or any time prior to the fifth anniversary of the Closing, the closing sale price per Class A Share equals or exceeds $18.00 for 20 trading days of any 30 consecutive trading day period following the Closing. The earnout period will be five years from the date of the Closing. Any Earnout Shares that are not earned as of the end of the day on the fifth anniversary of the Closing shall be forfeited to the Registrant, and the Earnout Shares will be cancelled and retired with no persons having any rights with respect thereto.

7. The reported securities consist of 2,678,374 Earnout Units held by BCP LLC. The reported securities will be subject to certain restrictions on transfer and voting and potential forfeiture pending the achievement of the earnout targets. Pursuant to the BCA, the applicable restrictions on transfer and voting will cease for 50% of the Earnout Units if, on or any time prior to the fifth anniversary of the Closing, the closing sale price per Class A Share equals or exceeds $15.00 for 20 trading days of any 30 consecutive trading day period following the Closing. The applicable restrictions on transfer and voting will cease for 50% of the Earnout Units if, on or any time prior to the fifth anniversary of the Closing, the closing sale price per Class A Share equals or exceeds $18.00 for 20 trading days of any 30 consecutive trading day period following the Closing.

8. The earnout period will be five years from the date of the Closing. Any Earnout Units that are not earned as of the end of the day on the fifth anniversary of the Closing shall be forfeited to the Registrant, and the Earnout Units will be cancelled and retired with no persons having any rights with respect thereto.

Remarks:

Exhibit List: Exhibit 24.1 - Statement Appointing Designated Filer and Authorized Signatories;

	/s/ Joseph Bartek, Authorized Signatory for Andrew S. Weinberg	02/24/2022
	/s/ Joseph Bartek, Authorized Signatory for BCP AIV Investor Holdings-3, L.P.	02/24/2022
	/s/ Joseph Bartek, Authorized Signatory for BCP Strategic AIV Investor Holdings-2, L.P.	02/24/2022
	/s/ Joseph Bartek, Authorized Signatory for BCP QualTek Investor Holdings, L.P.	02/24/2022
	/s/ Joseph Bartek, Authorized Signatory for BCP QualTek, LLC	02/24/2022
	/s/ Joseph Bartek, Authorized Signatory for BCP QualTek II, LLC	02/24/2022
	** Signature of Reporting Person	Date
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