Timothy O. Brown Form 4 Allbirds / Timothy O. Brown ownership change

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^*

Brown Timothy O.

(Last) (First) (Middle)

C/O ALLBIRDS, INC.

730 MONTGOMERY STREET

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Allbirds, Inc. [ BIRD ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2022

4. 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 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	07/27/2022		C(1)		664,330	A	$0	664,330	I	By GRAT(2)
Class A Common Stock	07/27/2022		G(3)	V	664,330	D	$0	0	I	By GRAT(2)
Class A Common Stock	07/27/2022		C(4)		664,330	A	$0	664,330	I	By GRAT(5)
Class A Common Stock	07/27/2022		G(3)	V	664,330	D	$0	0	I	By GRAT(5)
Class A Common Stock								50,000	I	By Trust(6)

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
Class B Common Stock	(7)	07/27/2022		C			664,330	(7)	(7)	Class A Common Stock	664,330	$0	0	I	By GRAT(2)
Class B Common Stock	(7)	07/27/2022		C			664,330	(7)	(7)	Class A Common Stock	664,330	$0	0	I	By GRAT(5)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	13,330,925		13,330,925	I	By Trust(6)

1. Name and Address of Reporting Person^*

Brown Timothy O.

(Last) (First) (Middle)

C/O ALLBIRDS, INC.

730 MONTGOMERY STREET

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Timothy O. Brown & Lindsay T. Brown, as Trustees of the Grenadier Trust Under Revocable Trust Agreement Dated January 22, 2018

(Last) (First) (Middle)

C/O ALLBIRDS, INC.

730 MONTGOMERY STREET

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of the Reporting Person.

2. Shares are held of record by Timothy O. Brown, as Trustee of The Timothy Brown 2017 Grantor Retained Annuity Trust dated June 22, 2017, of which the Reporting Person is trustee and has voting and investment power over such shares.

3. Shares transferred for no consideration for estate planning purposes to a trust for the benefit of the Reporting Person's children (the "Children's Trust"). The Reporting Person has no voting or investment power over the shares held by the Children's Trust.

4. Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of the Reporting Person's spouse.

5. Shares are held of record by Lindsay T. Brown, as Trustee of The Lindsay Brown 2017 Grantor Retained Annuity Trust dated June 22, 2017, of which the Reporting Person's spouse is trustee and may be deemed to share voting and investment power over such shares.

6. Shares are held of record by Timothy O. Brown and Lindsay T. Brown, as Trustees of the Grenadier Trust Under Revocable Trust Agreement Dated January 22, 2018, of which the Reporting Person is co-trustee and shares voting and investment power over such shares.

7. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by the Reporting Person will convert automatically into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation.

Remarks:

	Timothy O. Brown, by /s/ Daniel Li, Attorney-in-Fact	07/28/2022
	The Grenadier Trust Under Revocable Trust Agreement Dated January 22, 2018, by Timothy O. Brown, Co-Trustee, by /s/ Daniel Li, Attorney-in-Fact	07/28/2022
	** Signature of Reporting Person	Date
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