0000899243-21-037343.txt : 20210923 0000899243-21-037343.hdr.sgml : 20210923 20210923170157 ACCESSION NUMBER: 0000899243-21-037343 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210923 FILED AS OF DATE: 20210923 DATE AS OF CHANGE: 20210923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mainsail Partners III, L.P. CENTRAL INDEX KEY: 0001543760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 211273129 BUSINESS ADDRESS: STREET 1: 500 WEST 5TH STREET STREET 2: SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 415-391-3150 MAIL ADDRESS: STREET 1: 500 WEST 5TH STREET STREET 2: SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mainsail Co-Investors III, L.P. CENTRAL INDEX KEY: 0001570211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 211273127 BUSINESS ADDRESS: STREET 1: 500 WEST 5TH STREET STREET 2: SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 415-391-3150 MAIL ADDRESS: STREET 1: 500 WEST 5TH STREET STREET 2: SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAINSAIL MANAGEMENT COMPANY, LLC CENTRAL INDEX KEY: 0001883367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 211273126 BUSINESS ADDRESS: STREET 1: 500 WEST 5TH STREET, SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (512) 772-2260 MAIL ADDRESS: STREET 1: 500 WEST 5TH STREET, SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAINSAIL INCENTIVE PROGRAM, LLC CENTRAL INDEX KEY: 0001883293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 211273128 BUSINESS ADDRESS: STREET 1: 500 WEST 5TH STREET, SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (512) 772-2260 MAIL ADDRESS: STREET 1: 500 WEST 5TH STREET, SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAINSAIL GP III, LLC CENTRAL INDEX KEY: 0001883360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 211273130 BUSINESS ADDRESS: STREET 1: 500 WEST 5TH STREET, SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (512) 772-2260 MAIL ADDRESS: STREET 1: 500 WEST 5TH STREET, SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Brilliant Earth Group, Inc. CENTRAL INDEX KEY: 0001866757 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, SILVERWARE & PLATED WARE [3910] IRS NUMBER: 871015499 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 GRANT AVENUE STREET 2: 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: (415) 918-5551 MAIL ADDRESS: STREET 1: 300 GRANT AVENUE STREET 2: 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-09-23 0 0001866757 Brilliant Earth Group, Inc. ?BRLT? 0001883360 MAINSAIL GP III, LLC C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 0 0 1 0 0001543760 Mainsail Partners III, L.P. C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 0 0 1 0 0001883293 MAINSAIL INCENTIVE PROGRAM, LLC C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 0 0 1 0 0001570211 Mainsail Co-Investors III, L.P. C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 0 0 1 0 0001883367 MAINSAIL MANAGEMENT COMPANY, LLC C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 0 0 1 0 Class B Common Stock 32435595 I See footnote LLC Units Class A Common Stock 32435595 I See footnote Consists of (i) 31,672,405 shares Class B common stock (and associated common units in Brilliant Earth LLC ("LLC Units")) held by Mainsail Partners III, L.P. ("MP III"), (ii) 62,963 shares of Class B common stock (and associate LLC Units) held by Mainsail Incentive Program, LLC ("MIP"), and (iii) 700,227 shares of Class B common stock (and associated LLC Units) held by Mainsail Co-Investors III, L.P. ("MCOI"). Shares of Class B common stock of the Issuer confer no economic rights on the holders thereof. Holders of shares of Class B common stock will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's shares of Class A common stock. Upon exchange of LLC Units that are held by the reporting persons and reported in Table II hereof, an equal number of shares of Class B common stock will be delivered to the Issuer and cancelled for no consideration. LLC Units do not expire. Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote with Gavin Turner possessing a veto right with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP and Gavin Turner is sole Manager of MMC. Mr. Turner has separately reported the securities held by each of the foregoing on his Form 3 filed in his capacity as a director of the Issuer. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. /s/ Gavin Turner, Mainsail GP III, LLC 2021-09-23 /s/ Gavin Turner, Mainsail Partners III, L.P. 2021-09-23 /s/Gavin Turner, Mainsail Co-Investors III, L.P. 2021-09-23 /s/ Gavin Turner, Mainsail Incentive Program, LLC 2021-09-23 /s/ Gavin Turner, Mainsail Management Company, LLC 2021-09-23