0000950170-23-073948.txt : 20231229 0000950170-23-073948.hdr.sgml : 20231229 20231229190843 ACCESSION NUMBER: 0000950170-23-073948 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231227 FILED AS OF DATE: 20231229 DATE AS OF CHANGE: 20231229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mainsail Partners III, L.P. CENTRAL INDEX KEY: 0001543760 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 231529108 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 231529107 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 231529105 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 231529106 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 231529109 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] ORGANIZATION NAME: 04 Manufacturing 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 4 1 ownership.xml 4 X0508 4 2023-12-27 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 false false true false 0001543760 Mainsail Partners III, L.P. C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 false false true false 0001570211 Mainsail Co-Investors III, L.P. C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 false false true false 0001883293 MAINSAIL INCENTIVE PROGRAM, LLC C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 false false true false 0001883367 MAINSAIL MANAGEMENT COMPANY, LLC C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 false false true false true Class B Common Stock 2023-12-27 4 C false 24221 D 31918184 I See footnotes Class A Common Stock 2023-12-27 4 C false 24221 A 24221 I See footnote Class A Common Stock 2023-12-27 4 S false 24221 3.5004 D 0 I See footnote Class B Common Stock 2023-12-28 4 C false 9191 D 31908993 I See footnotes Class A Common Stock 2023-12-28 4 C false 9191 A 9191 I See footnote Class A Common Stock 2023-12-28 4 S false 9191 3.5211 D 0 I See footnote Class B Common Stock 2023-12-29 4 C false 8222 D 31900771 I See footnotes Class A Common Stock 2023-12-29 4 C false 8222 A 8222 I See footnote Class A Common Stock 2023-12-29 4 S false 8222 3.4618 D 0 I See footnote LLC Units 2023-12-27 4 C false 24221 D Class A Common Stock 24221 31918184 I See footnotes LLC Units 2023-12-28 4 C false 9191 D Class A Common Stock 9191 31908993 I See footnotes LLC Units 2023-12-29 4 C false 8222 D Class A Common Stock 8222 31900771 I See footnotes Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock exchanged for shares of Class A common stock including (i) 23,651 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 47 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 523 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI"). LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the reporting persons prior to the Issuer's initial public offering, do not expire. Consists of (i) 31,167,169 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,959 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,056 shares of Class B common stock (and associated LLC Units) held by MCOI. 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 the sole Manager of MMC. Mr. Turner has separately reported the transactions and reported securities reflected in this statement. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.60, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected. Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,975 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 18 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 198 LLC Units and shares of Class B common stock exchanged by MCOI. Consists of (i) 31,158,194 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,941 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,858 shares of Class B common stock (and associated LLC Units) held by MCOI. This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.62, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected. Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,029 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 16 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 177 LLC Units and shares of Class B common stock exchanged by MCOI. Consists of (i) 31,150,165 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,925 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,681 shares of Class B common stock (and associated LLC Units) held by MCOI. This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.44 to $3.50, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected. /s/ Gavin Turner, Mainsail GP III, LLC 2023-12-29 /s/ Gavin Turner, Mainsail Partners III, L.P. 2023-12-29 /s/ Gavin Turner, Mainsail Co-Investors III, L.P. 2023-12-29 /s/ Gavin Turner, Mainsail Incentive Program, LLC 2023-12-29 /s/ Gavin Turner, Mainsail Management Company, LLC 2023-12-29