Statement of Changes in Beneficial Ownership (4)
May 11 2022 - 4:06PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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1. Name and Address of Reporting Person
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SILVERBOX ENGAGED SPONSOR LLC |
2. Issuer Name and Ticker or Trading Symbol
BRC Inc.
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BRCC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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 |
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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SILVERBOX ENGAGED SPONSOR LLC 1250 S. CAPITAL OF TEXAS HIGHWAY, BUILDING 2, SUITE 285 AUSTIN, TX 78746 |
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SilverBox Capital LLC 1250 S. CAPITAL OF TEXAS HIGHWAY, BUILDING 2, SUITE 285 AUSTIN, TX 78746 |
| X |
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Reece Joseph E 1250 S. CAPITAL OF TEXAS HIGHWAY, BUILDING 2, SUITE 285 AUSTIN, TX 78746 |
| X |
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Kadenacy Stephen M 1250 S. CAPITAL OF TEXAS HIGHWAY, BUILDING 2, SUITE 285 AUSTIN, TX 78746 |
| X |
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Signatures
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Joseph Reece, as Authorized Signatory of SilverBox Capital LLC, as managing member SilverBox Engaged Sponsor LLC | | 5/11/2022 |
**Signature of Reporting Person | Date |
Joseph Reece, as Authorized Signatory of SilverBox Capital LLC | | 5/11/2022 |
**Signature of Reporting Person | Date |
Joseph Reece | | 5/11/2022 |
**Signature of Reporting Person | Date |
Stephen Kadenacy | | 5/11/2022 |
**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 control number. |
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