Schedule 13D
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CUSIP No. 04035M102 | | | | Page 4 of 9 Pages |
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on November 15, 2021 (the “Schedule 13D”) by the John P. Reed Trust dated 4/29/1985, a trust formed under the laws of Ohio (“1985 Trust”), and John P. Reed (together with the 1985 Trust, the “Reporting Persons”), relating to the Class A common stock, par value $0.001 per share (the “Class A common stock”), of Arhaus, Inc., a Delaware corporation (the “Issuer”) and reporting beneficial ownership by the Reporting Persons of Class B common stock, par value $0.001, of the Issuer (the “Class B common stock”), which may be converted at any time into one share of Class A common stock. Additionally, each share of Class B common stock will convert automatically into one share of Class A common stock in certain circumstances, including the earliest to occur of (i) twelve months after the death or incapacity of John P. Reed, and (ii) the date upon which the then outstanding shares of Class B common stock first represent less than 10% of the voting power of the then outstanding shares of Class A common stock and Class B common stock.
On January 3, 2022, the 7,035,433 shares of Class B common stock held by The John P. Reed 2019 GRAT (the “2019 Trust”), of which Mr. Reed is trustee, were distributed to the 2018 Reed Dynasty Trust u/a/d December 24, 2018 (the “2018 Trust”), the holder of the residual interest in the 2019 Trust. In addition, since the filing of the Schedule 13D, the Reporting Persons have engaged in transactions in the Class A common stock and the Class B common stock of the Issuer.
This Amendment is being filed to provide or update the information regarding the beneficial ownership of Class A common stock and Class B common stock by the Reporting Persons. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
ITEM 1. | SECURITY AND ISSUER |
There has been no material change to the information contained in Item 1 of the Schedule 13D.
ITEM 2. | IDENTITY AND BACKGROUND |
There has been no material change to the information contained in Item 2 of the Schedule 13D.
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The shares of Class A common stock reported herein were acquired by the Reporting Persons with Mr. Reed’s personal funds. The total consideration paid for the 11,100 shares of the Class A common stock purchased by the Reporting Persons was $116,550.