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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/09/2021 | 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 | 25,811,687 | I | See footnote(1)(2)(3) |
Class A Common Stock | 2,236,875 | I | See footnote(1)(2)(4) |
Class B Common Stock | 154,283,166 | I | See footnote(1)(2)(5)(6) |
Class B Common Stock | 12,281,255 | I | See footnote(1)(2)(4)(6) |
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 | ||||
LLC Units of Weber HoldCo LLC | (6) | (6) | Class A Common Stock | 154,283,166 | (6) | I | See footnotes(1)(2)(5)(6) |
LLC Units of Weber HoldCo LLC | (6) | (6) | Class A Common Stock | 12,281,255 | (6) | I | See footnotes(1)(2)(4)(6) |
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. This Form 3 is jointly filed by (i) BDT WSP Holdings, LLC, (ii) BDT Capital Partners, LLC, (iii) BDT Capital Partners I-A Holdings, LLC; (iv) BDTCP GP I, LLC, (v) BDTP GP, LLC, and (vi) Byron D. Trott. Byron D. Trott is the sole member of BDTP GP, LLC, which is the managing member of BDT Capital Partners, LLC, which is the managing member of each of BDT WSP Holdings, LLC and BDTCP GP I, LLC, which is the managing member of BDT Capital Partners I-A Holdings, LLC. Each of BDT Capital Partners, LLC, BDTP GP, LLC and Mr. Trott may be deemed to have indirect voting and investment control over the shares held by BDT WSP Holdings, LLC and BDT Capital Partners I-A Holdings, LLC, and in addition, BDTCP GP I, LLC may be deemed to have indirect voting and investment control over the shares held by BDT Capital Partners I-A Holdings, LLC. (conts on fn 2) |
2. (cont'd from fn 1) Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 3 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Kelly D. Rainko is a Partner of BDT & Company, an affiliate of BDT Capital Partners, LLC, and is a director of the Issuer. By virtue of her service on the Board of Directors of the issuer as a representative of BDT Capital Partners, LLC, for purposes of Section 16, the reporting persons may be deemed to be a director by deputization of the Issuer. |
3. These securities are owned directly by BDT Capital Partners I-A Holdings, LLC. |
4. These securities are owned directly by Byron and Tina Trott. |
5. These securities are owned directly by BDT WSP Holdings, LLC. |
6. Reflects shares of Class B Common Stock of the issuer (the "Class B Common Stock") and common units of Weber HoldCo LLC (the "LLC Units") held by the applicable reporting person. The holder of Class B Common Stock and LLC Units may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's 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. The LLC Units do not expire. |
/s/ Mary Ann Todd as authorized signatory for BDT WSP Holdings, LLC | 08/11/2021 | |
/s/ Mary Ann Todd as authorized signatory for BDT Capital Partners, LLC | 08/11/2021 | |
/s/ Mary Ann Todd as authorized signatory for BDT Capital Partners I-A Holdings, LLC | 08/11/2021 | |
/s/ Mary Ann Todd as authorized signatory for BDTCP GP I, LLC | 08/11/2021 | |
/s/ Mary Ann Todd as authorized signatory for BDTP GP, LLC | 08/11/2021 | |
/s/ Mary Ann Todd as Attorney-in-Fact for Byron D. Trott | 08/11/2021 | |
** 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. |