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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Weber Inc. [ WEBR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/09/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/09/2021 | A | 91,060(1) | A | $0 | 91,060 | D | |||
| Class B Common Stock | 08/09/2021 | A | 378,243(2)(3) | A | $0(2)(3) | 378,243 | I | See footnotes(2)(3) | ||
| Class B Common Stock | 08/09/2021 | A | 533,071(4)(5) | A | $0(4)(5) | 533,071 | I | See footnotes(4)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| LLC Units in Weber HoldCo LLC | $0(2)(3) | 08/09/2021 | A | 378,243(2)(3) | (2)(3) | (2)(3) | Class A Common Stock | 378,243 | $0 | 378,243 | I | See footnotes(2)(3) | |||
| LLC Units in Weber HoldCo LLC | $0(4)(5) | 08/09/2021 | A | 533,071(4)(5) | (4)(5) | (4)(5) | Class A Common Stock | 533,071 | $0 | 533,071 | I | See footnotes(4)(5) | |||
| Explanation of Responses: |
| 1. Reflects vested restricted stock units, which are subject to deferred settlement, that were issued at the closing of the issuer's initial public offering pursuant to the Weber Inc. Omnibus Incentive Plan in replacement for long-term incentive awards held by the reporting person under the historical Amended and Restated Weber-Stephen Products LLC Management Incentive Compensation Plan . |
| 2. Reflects shares of Class B common stock of the issuer ("Class B Common Stock") and common units of Weber HoldCo LLC ("LLC Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding common units of Weber-Stephen Management Pool LLC ("Management Pool LLC"). The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the reporting person at the reporting person's election, in which case the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock ("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 |
| 3. (cont of fn 2) payment. The LLC Units were received by Management Pool LLC in the reorganization transactions effected in connection with the issuer's initial public offering in replacement of historical units of a predecessor entity. The LLC Units do not expire. |
| 4. Reflects shares of Class B Common Stock and LLC Units in which Herr4Living GmbH (the "Trust"), holds an indirect pecuniary interest through ownership of corresponding common units of Management Pool LLC. The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the Trust at the Trust's election, in which case the Trust may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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 were received by Management Pool LLC in the reorganization transactions effected in connection with the issuer's initial public offering in replacement of |
| 5. (cont of fn 4) historical units of a predecessor entity. The LLC Units do not expire. The reporting person may be deemed to have a pecuniary interest in the holdings of the Trust. The reporting person disclaims beneficial ownership in the securities described above except to the extent of his pecuniary interest therein. |
| /s/ Philip Zadeik as Attorney-in-Fact for Hans-Jurgen Herr | 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 4 (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. | ||