Weber (WEBR) Form 3 Weber / Byron D Trott 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^*

BDT CAPITAL PARTNERS, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE, SUITE 3100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

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)

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	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)
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^*

BDT CAPITAL PARTNERS, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE, SUITE 3100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BDT WSP Holdings, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE, SUITE 3100

(Street)

CHICAGO, IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BDT Capital Partners I-A Holdings, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE, SUITE 3100

(Street)

CHICAGO, IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BDTCP GP I, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE, SUITE 3100

(Street)

CHICAGO, IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BDTP GP, LLC

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE, SUITE 3100

(Street)

CHICAGO, IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trott Byron D

(Last) (First) (Middle)

401 NORTH MICHIGAN AVENUE, SUITE 3100

(Street)

CHICAGO, IL 60611

(City) (State) (Zip)

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.
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