WEBR Weber Inc

CUSIP No. 94770D102

CUSIP No. 94770D102

CUSIP No. 94770D102

CUSIP No. 94770D102

CUSIP No. 94770D102

CUSIP No. 94770D102

Item 1. Security and Issuer.

This statement relates to the Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Weber Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1415 S. Roselle Road, Palatine, Illinois 60067.

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed by the Reporting Persons on August 19, 2021 (the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

On August 9, 2021, in connection with the Issuer’s initial public offering, the Issuer entered into a series of transactions to implement an internal reorganization (the “Reorganization Transactions”). The Common Stock received by the Reporting Persons in connection with the Reorganization Transactions was registered with the Commission pursuant to the Issuer’s Registration Statement on Form S-1 (File No. 333-257824), as amended, which is incorporated herein by reference.

As a result of the Reorganization Transactions, the Reporting Persons received the following: (i) Investor received 154,283,166 shares of Class B common stock, par value $0.00001 per share (the “Class B Common Stock”), of the Issuer (the “Investor Reorganization Shares”), (ii) Holdings received 25,811,687 shares of Class A Common Stock (the “Holdings Reorganization Shares”), and (iii) Mr. Trott, together with Ms. Trott, received 2,236,875 shares of Class A Common Stock and 12,281,255 shares of Class B Common Stock (the “Trott Reorganization Shares”).

On August 9, 2021, Mr. Trott purchased 1,000,000 shares of Class A Common Stock (together with the Trott Reorganization Shares, the “Trott Shares”) in the Issuer’s initial public offering at the public offering price of $14.00 per share. These shares were purchased with available cash on hand.

On August 9, 2021, the Investor and Holdings acquired from Kelly D. Rainko an award of restricted stock units (“RSUs”) relating to 8,929 shares of Class A Common Stock granted to Ms. Rainko in connection with her service as a director. Ms. Rainko has automatically assigned all rights, title and interest in the RSUs to Investor and Holdings, split proportionally based on the number of shares of Class A Common Stock and Class B Common Stock beneficially owned by each such entity, resulting in Investor receiving RSUs relating to 7,649 shares of Class A Common Stock (together with the Investor Reorganization Shares, the “Investor Shares”) and Holdings receiving RSUs relating to 1,280 shares of Class A Common Stock (together with the Holdings Reorganization Shares, the “Holdings Shares”). These RSUs vest on the earlier of (i) the one year anniversary of the date of grant and (ii) the time of the annual stockholder meeting that occurs during the 2022 fiscal year.

On August 19, 2021, the Pre-IPO LLC Members and the Blocker Equityholders (as defined below), including Investor and Holdings, sold to the Issuer a number of LLC Units and shares of Class A Common Stock corresponding to the number of shares of Class A Common Stock purchased by the underwriters pursuant to the partial exercise of the Option (as defined below).

On August 27, 2021, the Pre-IPO LLC Members and the Blocker Equityholders, including Investor and Holdings, sold to the Issuer a number of LLC Units and shares of Class A Common Stock corresponding to the number of shares of Class A Common Stock purchased by the underwriters pursuant to the exercise of the remainder of the Option.

Item 5. Interest in Securities of the Issuer.

(a)-(b) Calculations of the voting percentage of the shares of Common Stock beneficially owned assumes that there were 52,533,388 shares of Class A Common Stock issued and outstanding and 234,645,219 shares of Class B Common Stock issued and outstanding following (i) the closing of the Issuer’s initial public offering on August 9, 2021 and (ii) the subsequent settlement of the exercises by the underwriters of the Option (as defined below) and the related repurchases by the Issuer pursuant to the Securities Purchase Agreements (as defined below) on August 19, 2021 and August 27, 2021, respectively. Each holder of Class A Common Stock and Class B Common Stock is entitled to one vote per share on all matters submitted to the Issuer’s stockholders for a vote.

The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

By virtue of the relationships described under Item 2 of the Schedule 13D, each of BDT CP, BDTP and Mr. Trott may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share the power to vote or dispose, or to direct the voting or disposition of, the Investor Shares and the Holdings Shares, and in addition, BDTCP GP I may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share the power to vote or dispose, or to direct the voting or disposition of the Holdings Shares.

Each of the Reporting Persons disclaims membership in a group with each other Reporting Person. The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, all of the Reporting Persons, other than the Investor with respect to the Investor Shares, Holdings with respect to the Holdings Shares and Mr. Trott with respect to the Trott Shares, disclaim beneficial ownership of all shares of Common Stock reported in this Schedule 13D.

(c) Except for the Reorganization Transactions, the acquisition by Mr. Trott of 1,000,000 shares of Class A Common Stock on August 9, 2021, the transfer of the RSUs to the Investor and Holdings on August 9, 2021, and the sales to the Issuer on August 19, 2021 and August 27, 2021, respectively, in connection with the underwriters' exercises of the Option, described herein, none of the Reporting Persons has effected any transactions in the Common Stock of the Issuer during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Lock-Up Agreement

In connection with the Reorganization Transactions referred to in Item 4 above, the Issuer’s executive officers, directors and significant stockholders have agreed that, for a period of 180 days from the date of the Prospectus, they will not, without the prior written consent of the representatives of the underwriters, dispose of or hedge any shares of Common Stock or any securities convertible into or exchangeable for Common Stock (including common interest units (the “LLC Units”) in Weber HoldCo LLC) subject to certain exceptions (including dispositions in connection with the Reorganization Transactions).

Fifth Amended and Restated Limited Liability Company Agreement of Weber-Stephen Products LLC

In connection with the Reorganization Transactions referred to in Item 4 above, the Limited Liability Company Agreement of Weber-Stephen Products LLC was amended and restated.

Registration Rights Agreement

In connection with the Reorganization Transactions referred to in Item 4 above, the Issuer entered into the Registration Rights Agreement with the equityholders of BDT WSP Blocker, LLC (the “Blocker Equityholders”) and the holders of outstanding equity interests of Weber-Stephen Products LLC prior to the offering (the “Pre-IPO LLC Members”).

Reorganization Agreement

In connection with the Reorganization Transactions referred to in Item 4 above, the Issuer, Weber-Stephen Products LLC, the Blocker Equityholders and the Pre-IPO LLC Members entered into a reorganization agreement and related agreements to effect the Reorganization Transactions.

Tax Receivable Agreement

In connection with the Reorganization Transactions referred to in Item 4 above, the Issuer entered into a Tax Receivable Agreement with the Pre-IPO LLC Members that obligates the Issuer to make payments to the Pre-IPO LLC Members and any future party to the Tax Receivable Agreement generally equal to 85% of the applicable cash savings that the Issuer actually realizes as a result of the Issuer’s allocable share of certain existing tax basis in tangible and intangible assets related to certain transactions that resulted in a step-up in Weber HoldCo LLC’s tax basis, certain tax basis adjustments resulting from the purchase of LLC Units from the Pre-IPO LLC Members in connection with or after the offering, future taxable redemptions or exchanges of LLC Units by the holders of LLC Units and from payments made under the Tax Receivable Agreement, pursuant to the terms of the Tax Receivable Agreement.

Stockholders Agreement

In connection with the Reorganization Transactions referred to in Item 4 above, at the closing of the offering, the Issuer entered into the Stockholders Agreement with each of the Pre-IPO LLC Members, which provides that, for so long as the Pre-IPO LLC Members beneficially hold at least 10% of the aggregate number of outstanding shares of Common Stock, approval by the Pre-IPO LLC Members will be required for certain corporate actions. These actions include: (1) change of control transactions, including mergers or amalgamations, consolidations or a sale of all or substantially all assets; (2) any dissolution, liquidation or reorganization, including filing for bankruptcy; and (3) any changes to the strategic direction or scope of the Issuer’s principal business or that of Weber HoldCo LLC. Furthermore, the Stockholders Agreement provides that, so long as the Pre-IPO LLC Members beneficially hold at least a majority of the aggregate outstanding shares of Common Stock, the Pre-IPO LLC Members will be able to designate a majority of the nominees for election to the Board, including the nominee for election to serve as Chair of the Board. If the Pre-IPO LLC Members beneficially own less than 50% of the aggregate number of outstanding shares of Common Stock, such designation rights will be proportionately reduced—for example, if the size of the Board is nine members, the Pre-IPO LLC Members may designate: four nominees, if they beneficially own between 40% and 50% of the aggregate number of outstanding shares of Common Stock; three nominees, if they beneficially own between 30% and 40% of the aggregate number of outstanding shares of Common Stock; two nominees, if they beneficially own between 20% and 30% of the aggregate number of outstanding shares of Common Stock; and one nominee, if they beneficially own between 10% and 20% of the aggregate number of outstanding shares of Common Stock.

Securities Purchase Agreements

Pursuant to the Underwriting Agreement between the Issuer and the underwriters, dated August 4, 2021, and in connection with the offering, the underwriters have an option (the “Option”) to purchase up to an additional 2,678,571 shares of Class A Common Stock from the Issuer. On August 18, 2021, the underwriters exercised a portion of this Option to purchase 1,000,000 shares of Class A Common Stock from the Issuer on August 19, 2021. On August 25, 2021, the underwriters exercised the remainder of the Option to purchase 1,678,571 shares of Class A Common Stock from the Issuer on August 27, 2021.

In connection with the Reorganization Transactions referred to in Item 4 above and the Option, the Issuer and the Pre-IPO LLC Members entered into the Securities Purchase Agreement, pursuant to which the Pre-IPO LLC Members agreed, severally and not jointly, to sell to the Issuer, on the closing date of the Option (the “Closing Date”), and the Issuer agreed to purchase from the Pre-IPO LLC Members, to the extent the Option is exercised, a number of LLC Units at a purchase price per LLC Unit equal to the initial public offering price for the Class A Common Stock, minus the underwriting commission.

In connection with the Reorganization Transactions referred to in Item 4 above and the Option, the Issuer and the Blocker Equityholders entered into the Securities Purchase Agreement, pursuant to which the Blocker Equityholders agreed, severally and not jointly, to sell to the Issuer, on the Closing Date, and the Issuer agreed to purchase from the Blocker Equityholders on the Closing Date, to the extent the Option is exercised, a number of shares of Class A Common Stock at a purchase price per share of Class A Common Stock equal to the initial public offering price for the Class A Common Stock, minus the underwriting commission.

On August 19, 2021 and August 27, 2021, respectively, the Pre-IPO LLC Members and the Blocker Equityholders sold to the Issuer a number of LLC Units and shares of Class A Common Stock corresponding to the number of shares of Class A Common Stock purchased by the underwriters pursuant to each exercise of the Option referred to above.

The description of the Lock-Up Agreement, the Fifth Amended and Restated Limited Liability Company Agreement of Weber-Stephen Products LLC, the Registration Rights Agreement, the Reorganization Agreement, the Tax Receivable Agreement, the Stockholders Agreement, the Underwriting Agreement and the Securities Purchase Agreements contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such documents, which are filed as exhibits hereto and incorporated by reference herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 27, 2021