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 B Common Stock | 7,741,957 | D |
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 | ||||
Common Units of Weber HoldCo LLC | (1)(2)(3) | (1)(2)(3) | Class A Common Stock | 7,741,957 | (1)(2)(3) | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 1,398,324.07 | 5.87 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 2,071,597.45 | 5.88 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 310,663.97 | 6.2 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 361,516.7 | 6.21 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 1,398,324.07 | 7.58 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 2,071,597.45 | 7.6 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 310,663.97 | 7.99 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 361,516.7 | 8 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 2,370,359.35 | 9.1 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 826,319.09 | 9.11 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 1,398,324.07 | 9.29 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 2,071,597.45 | 9.31 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 310,663.97 | 9.78 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 1,392,020.02 | 9.79 | D | |
Profits Units in Weber HoldCo LLC | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 1,185,179.68 | 10.67 | D |
Explanation of Responses: |
1. 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 reporting person for the benefit of holders of corresponding units in the reporting person (each a "Management Holder"). The reporting person has voting and dispositive power over shares held by it, which power is exercised by action of the three managers of Management Pool LLC. |
2. Each manager has one vote, and the approval of a majority of the managers is required to approve an action. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein. |
3. Class B Common Stock and LLC Units will be distributed to the applicable Management Holder who holds corresponding units in the reporting person, in which case, the Management Holder may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock (the "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. |
4. Reflects profits units in Weber HoldCo LLC (the "Profits Units"). Generally, the Profits Units vest based on the continued service of the applicable Management Holder who holds corresponding units in the reporting person. The Profits Units are convertible, at the election of the relevant Management Holder, into LLC Units based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock would be issued to the reporting person). |
5. The LLC Units (and a corresponding number of shares of Class B Common Stock) will then be distributed to relevant the Management Holder at the Management Holder's election, in which case the Management Holder may then 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. |
6. The Profits Units were received by the reporting person in the reorganization transactions effected in connection with the issuer's initial public offering in replacement of historical units of a predecessor entity. Any Profits Units that have not been converted into LLC Units will automatically be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the relevant Management Holder's termination of employment. The LLC Units do not expire. |
/s/ Philip Zadeik as Attorney-in-Fact for Weber-Stephen Management Pool LLC | 08/19/2021 | |
** 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. |