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