FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SILVERBOX ENGAGED SPONSOR LLC
2. Issuer Name and Ticker or Trading Symbol

BRC Inc. [ BRCC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1250 S. CAPITAL OF TEXAS HIGHWAY,, BUILDING 2, SUITE 285
3. Date of Earliest Transaction (MM/DD/YYYY)

5/3/2022
(Street)

AUSTIN, TX 78746
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/3/2022  M(1)  2262266 A$11.5 8315759 D (2) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Reflects the exercise of warrants on a cashless basis pursuant to the Warrant Agreement, dated as of February 25, 2021 (the "Warrant Agreement"), by and between SilverBox Engaged Merger Corp I and Continental Stock Transfer & Trust Company (the "Warrant Agent"), as assumed by the Issuer pursuant to that certain Warrant Assumption Agreement, dated as of February 9, 2022, by and between the Issuer and the Warrant Agent. The number of shares of Class A common stock issuable upon cashless exercise of the warrants was determined in accordance with Section 3.3.1(c) of the Warrant Agreement and the Sponsor Letter Agreement, dated as of November 2, 2021, by and between the Issuer, Authentic Brands LLC and SilverBox Engaged Sponsor LLC, by multiplying (i) the number of shares of Class A common stock underlying the warrants by (ii) 0.361.
(2) SilverBox Capital LLC is the managing member of SilverBox Engaged Sponsor LLC, and Mr. Reece and Mr. Kadenacy are each a principal of SilverBox Capital LLC. As such, they may be deemed to have or share beneficial ownership of the Class A common stock held directly by SilverBox Engaged Sponsor LLC. Such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest such person may have therein, directly or indirectly.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SILVERBOX ENGAGED SPONSOR LLC
1250 S. CAPITAL OF TEXAS HIGHWAY,
BUILDING 2, SUITE 285
AUSTIN, TX 78746

X

SilverBox Capital LLC
1250 S. CAPITAL OF TEXAS HIGHWAY,
BUILDING 2, SUITE 285
AUSTIN, TX 78746

X

Reece Joseph E
1250 S. CAPITAL OF TEXAS HIGHWAY,
BUILDING 2, SUITE 285
AUSTIN, TX 78746

X

Kadenacy Stephen M
1250 S. CAPITAL OF TEXAS HIGHWAY,
BUILDING 2, SUITE 285
AUSTIN, TX 78746

X


Signatures
Joseph Reece, as Authorized Signatory of SilverBox Capital LLC, as managing member SilverBox Engaged Sponsor LLC5/11/2022
**Signature of Reporting PersonDate

Joseph Reece, as Authorized Signatory of SilverBox Capital LLC5/11/2022
**Signature of Reporting PersonDate

Joseph Reece5/11/2022
**Signature of Reporting PersonDate

Stephen Kadenacy5/11/2022
**Signature of Reporting PersonDate


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 control number.
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