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 Dutch Bros Inc. [ BROS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/30/2021 | ||||||||||||||||||||||||||
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 C Common Stock(1) | 09/30/2021 | J(2) | 4,744,562 | D | (2) | 45,929,515 | I | By Dutch Holdings, LLC(3) | ||
Class C Common Stock(1) | 09/30/2021 | J(2) | 317,824 | D | (2) | 3,076,695 | I | By TSG7 A AIV VI, L.P.(3) |
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 | ||||||||
Class A Common LLC Units(1) | (1) | 09/30/2021 | J(2) | 4,744,562 | (1) | (1) | Class A Common Stock | 4,744,562 | $21.56(2) | 45,929,515 | I | By Dutch Holdings, LLC(3) | |||
Class A Common LLC Units(1) | (1) | 09/30/2021 | J(2) | 317,824 | (1) | (1) | Class A Common Stock | 317,824 | $21.56(2) | 3,076,695 | I | By TSG7 A AIV VI, L.P.(3) |
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. Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled. |
2. In connection with the Issuer's initial public offering of its Class A Common Stock (the "IPO"), TSG7 A AIV VI, L.P. and Dutch Holdings, LLC sold to the Issuer a portion of their respective Class A Common LLC Units at a price per share equal to the IPO price per share of Class A Common Stock, less the applicable underwriting discount and commissions, for an aggregate cash payment from the Issuer (the "Secondary Purchase"). Pursuant to such Secondary Purchase TSG7 A AIV VI, L.P. and Dutch Holdings, LLC (i) assigned, conveyed, transferred, delivered and contributed to the Issuer, and the Issuer accepted and assumed, all of their respective rights, titles, obligations, and other interests in and to such purchased Class A Common LLC Units in exchange for such payment and (ii) transferred to the Issuer all of their respective rights, obligations, titles and other interests in an equal number of shares of Class C Common Stock for no consideration. |
3. TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners |
Remarks: |
By: /s/ Jessica Duran as Assistant Secretary of TSG7 A Management, LLC | 09/30/2021 | |
By: /s/ Jessica Duran as Assistant Secretary of Dutch Holdings, LLC | 09/30/2021 | |
By: /s/ Jessica Duran as Assistant Secretary of TSG7 A AIV VI, L.P. | 09/30/2021 | |
** 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. |