0000950103-23-002780.txt : 20230222 0000950103-23-002780.hdr.sgml : 20230222 20230222193846 ACCESSION NUMBER: 0000950103-23-002780 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230217 FILED AS OF DATE: 20230222 DATE AS OF CHANGE: 20230222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONGALTON SUSAN T CENTRAL INDEX KEY: 0001139230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40702 FILM NUMBER: 23655432 MAIL ADDRESS: STREET 1: 900 NORTH TUCKER BLVD CITY: ST LOUIS STATE: MO ZIP: 63101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Weber Inc. CENTRAL INDEX KEY: 0001857951 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1415 S. ROSELLE ROA CITY: PALATINE, STATE: IL ZIP: 60067 BUSINESS PHONE: 847-934-5700 MAIL ADDRESS: STREET 1: 1415 S. ROSELLE ROA CITY: PALATINE, STATE: IL ZIP: 60067 4 1 dp189292_4-congalton.xml FORM 4 X0306 4 2023-02-17 1 0001857951 Weber Inc. WEBR 0001139230 CONGALTON SUSAN T 1415 S. ROSELLE ROAD PALATINE IL 60067 1 0 0 0 Class B Common Stock 2023-02-17 4 C 0 199713 D 0 I See footnote Class A Common Stock 2023-02-17 4 C 0 199713 A 229934 D Class A Common Stock 2023-02-21 4 J 0 218642 8.05 D 11292 D Class A Common Stock 2023-02-21 4 J 0 11292 8.05 D 0 D LLC Units in Weber HoldCo LLC 2023-02-17 4 C 0 199713 D Class A Common Stock 199713 0 I See footnote Reflects shares of Class B common stock of the issuer ("Class B Common Stock") and common units of Weber HoldCo LLC ("LLC Units") disposed of by the reporting person as part of a Redemption (as defined below). Reflects shares of Class B Common Stock and LLC Units in which the reporting person holds an indirect pecuniary interest through ownership of corresponding common units of Weber-Stephen Management Pool LLC ("Management Pool 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, in which case the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A common stock of the issuer ("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 (a "Redemption"). The LLC Units do not expire. Reflects shares of Class A Common Stock received by the reporting person in connection with a Redemption. On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Reflects shares of Class A Common Stock that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive the Merger consideration. Reflects shares of Class A Common Stock pursuant to an award of restricted stock units that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically accelerated and canceled and converted into the right to receive the Merger consideration. /s/ Erik Chalut as Attorney-in-Fact for Susan T. Congalton 2023-02-22