Statement of Changes in Beneficial Ownership (4)
March 25 2022 - 07:14PM
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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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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BDT CAPITAL PARTNERS, LLC |
2. Issuer Name and Ticker or Trading Symbol
Weber Inc.
[
WEBR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
401 NORTH MICHIGAN AVENUE, SUITE 3100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/23/2022 |
(Street)
CHICAGO, IL 60611
(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 | 3/23/2022 | | A | | 9674 (1) | A | $0 | 17323 | I | See footnotes (2)(3)(4) |
Class A Common Stock | 3/23/2022 | | A | | 1618 (1) | A | $0 | 25551687 | I | See footnotes (2)(3)(5) |
Class A Common Stock | | | | | | | | 3236875 | I | See footnotes (2)(3)(6) |
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) | Represents shares of Class A Common Stock pursuant to an award of RSUs granted to Kelly D. Rainko in connection with her service as a director. Ms. Rainko has automatically assigned all rights, title and interest in the RSUs reported herein to BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC, split proportionally based on the number of shares of Class A Common Stock and Class B common stock of the issuer beneficially owned by each such entity. 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 2023 fiscal year. |
(2) | This Form 4 is jointly filed by (i) BDT WSP Holdings, LLC, (ii) BDT Capital Partners, LLC, (iii) BDT Capital Partners I-A Holdings, LLC; (iv) BDTCP GP I, LLC, (v) BDTP GP, LLC, and (vi) Byron D. Trott. Byron D. Trott is the sole member of BDTP GP, LLC, which is the managing member of BDT Capital Partners, LLC, which is the managing member of each of BDT WSP Holdings, LLC and BDTCP GP I, LLC, which is the managing member of BDT Capital Partners I-A Holdings, LLC. Each of BDT Capital Partners, LLC, BDTP GP, LLC and Mr. Trott may be deemed to have indirect voting and investment control over the shares held by BDT WSP Holdings, LLC and BDT Capital Partners I-A Holdings, LLC, and in addition, BDTCP GP I, LLC may be deemed to have indirect voting and investment control over the |
(3) | (cont from fn 1) shares held by BDT Capital Partners I-A Holdings, LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Ms. Rainko is a Partner of BDT & Company, LLC, an affiliate of BDT Capital Partners, LLC, and is a director of the issuer. By virtue of her service on the Board of Directors of the issuer as a representative of BDT Capital Partners, LLC, for purposes of Section 16, the reporting persons may be deemed to be a director by deputization of the Issuer. |
(4) | These securities are owned directly by BDT WSP Holdings, LLC. |
(5) | These securities are owned directly by BDT Capital Partners I-A Holdings, LLC. |
(6) | These securities are owned directly by Byron and Tina Trott. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BDT CAPITAL PARTNERS, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL 60611 | X | X |
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BDT WSP Holdings, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL 60611 | X | X |
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BDT Capital Partners I-A Holdings, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL 60611 | X | X |
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BDTCP GP I, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL 60611 | X | X |
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BDTP GP, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL 60611 | X | X |
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Trott Byron D 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL 60611 | X | X |
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Signatures
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/s/ Mary Ann Todd as authorized signatory for BDT WSP Holdings, LLC | | 3/25/2022 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Todd as authorized signatory for BDT Capital Partners, LLC | | 3/25/2022 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Todd as authorized signatory for BDT Capital Partners I-A Holdings, LLC | | 3/25/2022 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Todd as authorized signatory for BDTCP GP I, LLC | | 3/25/2022 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Todd as authorized signatory for BDTP GP, LLC | | 3/25/2022 |
**Signature of Reporting Person | Date |
/s/ Mary Ann Todd as Attorney-in-Fact for Byron D. Trott | | 3/25/2022 |
**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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