Solo Brands (DTC) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BERTRAM GROWTH CAPITAL III, L.P.

(Last) (First) (Middle)

950 TOWER LANE

SUITE 1000

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Solo Brands, Inc. [ DTC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/16/2023		S(1)		3,277,987	D	$5	2,117,160	I	See footnote(2)
Class A Common Stock	05/16/2023		S(3)		1,625,463	D	$5	491,697	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 16, 2023, Bertram Growth Capital III, L.P. ("BGC III") sold 3,277,987 shares of Class A common stock (the "Class A common stock") of Solo Brands, Inc. (the "Issuer") in a registered underwritten public offering (the "Offering"), pursuant to that certain Underwriting Agreement, dated as of May 11, 2023, by and among the Issuer, Solo Stove Holdings, LLC, BGC III, the other selling stockholders named therein, and BofA Securities, Inc. and Jefferies LLC, as representatives of the other underwriters named therein. The price to the public in the Offering was $5.25 per share. The per share sale price reported in this Form 4 reflects underwriting discounts and commissions.

2. BGC III is the direct owner of the shares of Class A common stock. Bertram Growth Capital III (GP), L.P. ("BGC III GP") is the general partner of BGC III. Bertram Growth Capital III (GPLLC), L.L.C. ("BGC III (GPLLC)") is the general partner of BGC III GP. Jeffrey M. Drazan is the manager of BGC III (GPLLC). As such, each of these entities and Mr. Drazan may be deemed to share beneficial ownership of the shares of Class A common stock held of record by BGC III. Each of BGC III GP, BGC III (GPLLC) and Mr. Drazan disclaims beneficial ownership of the shares of Class A common stock held of record by BGC III.

3. On May 16, 2023, in connection with the closing of the Offering, BGC III sold 1,625,463 shares of Class A common stock to the Issuer, pursuant to that certain Stock Purchase Agreement, dated May 10, 2023, by and among the Issuer, BGC III and the other selling stockholders named therein, at a price of $5.00 per share.

Remarks:

	Bertram Growth Capital III, L.P., by Bertram Growth Capital III (GP), L.P., its general partner, by Bertram Growth Capital III (GPLLC), L.L.C., its general partner, by /s/ Jeffrey M. Drazan, Manager	05/17/2023
	** Signature of Reporting Person	Date
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