SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Jacobs Michael G.

(Last) (First) (Middle)
1415 S. ROSELLE ROAD

(Street)
PALATINE IL 60067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Weber Inc. [ WEBR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Supply Chain Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/09/2021 A 6,907(1) A $0 6,907 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Profits Units in Weber HoldCo LLC $6.21(2)(3) 08/09/2021 A 361,516.7(2)(3) (2)(3) (2)(3) Class A Common Stock 361,516.7 (2)(3) 361,516.7 I See footnote(2)(3)
Profits Units in Weber HoldCo LLC $8(2)(3) 08/09/2021 A 361,516.7(2)(3) (2)(3) (2)(3) Class A Common Stock 361,516.7 (2)(3) 361,516.7 I See footnote(2)(3)
Profits Units in Weber HoldCo LLC $9.79(2)(3) 08/09/2021 A 516,445.2(2)(3) (2)(3) (2)(3) Class A Common Stock 516,445.2 (2)(3) 516,445.2 I See footnote(2)(3)
Explanation of Responses:
1. Reflects vested restricted stock units, which are subject to deferred settlement, that were issued at the closing of the issuer's initial public offering pursuant to the Weber Inc. Omnibus Incentive Plan in replacement for long-term incentive awards held by the reporting person under the historical Amended and Restated Weber-Stephen Products LLC Management Incentive Compensation Plan.
2. Reflects profits units in Weber HoldCo LLC (the "Profits Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding profits units of Weber-Stephen Management Pool LLC ("Management Pool LLC"), which vest in equal installments on September 15, 2021, September 15, 2022 and September 15, 2023. The Profits Units are convertible, at the reporting person's election, into common units of Weber HoldCo LLC ("LLC Units") based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B common stock of the issuer ("Class B Common Stock") would be issued to Weber HoldCo LLC). The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the reporting person at the reporting person's election,
3. (cont from fn 2) in which case the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The Profits Units were received by Management Pool LLC in the reorganization transactions effected in connection with the issuer's initial public offering in replacement of historical units of a predecessor entity. Any Profits Units that have not been converted into LLC Units will automatically be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the reporting person's termination of employment. The LLC Units do not expire.
/s/ Philip Zadeik as Attorney-in-Fact for Michael G. Jacobs 08/11/2021
** 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).
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