John Merris Form 3 Solo Brands / John Merris ownership change

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^*

Merris John

(Last) (First) (Middle)

1070 S. KIMBALL AVE. SUITE 121

(Street)

SOUTHLAKE TX 76092

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2021

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

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

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

5. 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 Beneficially Owned
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	1,447,886	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
LLC Interests	(2)	(2)	Class A Common Stock	1,447,886	(2)	I	See footnote(1)
Management Aggregator Interests	(3)	(3)	LLC Interests	2,007,222	(3)	D

Explanation of Responses:

1. Securities held of record by Shift4Holdings LLC. Mr. Merris is the sole stockholder of Shift4Holdings LLC and therefore may be deemed to have beneficial ownership with respect to such securities.

2. The LLC Interests may be redeemed by the Reporting Person at any time on or following the closing of the Initial Public Offering for shares of Class A Common Stock on a 1-to-1 basis. Upon the redemption of any LLC Interests, a number of Class B Shares equal to the number of LLC Interests that are redeemed will be cancelled by the Issuer for no consideration.

3. Subject to any applicable vesting, Management Aggregator Interests ("Management Interests") are convertible at the option of the holder for LLC Interests (and a corresponding number of Class B Shares) on a 1-for-1 basis, which will be subsequently redeemed for an equal number of shares of Class A Common Stock.

Remarks:

President and Chief Executive Officer Exhibit 24 - Power of Attorney.

	/s/ Kent Christensen, Attorney-in-fact	10/28/2021
	** 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).
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