SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MAINSAIL GP III, LLC

(Last)

(First)

(Middle)

C/O MAINSAIL MANAGEMENT COMPANY, LLC

500 WEST 5TH STREET, SUITE 1100

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Brilliant Earth Group, Inc. [ BRLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	12/27/2023		C⁽¹⁾⁽²⁾		24,221⁽¹⁾	D	⁽¹⁾	31,918,184⁽³⁾	I	See footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	12/27/2023		C⁽¹⁾		24,221⁽¹⁾	A	⁽¹⁾	24,221	I	See footnote⁽⁴⁾
Class A Common Stock	12/27/2023		S⁽⁴⁾		24,221⁽¹⁾	D	$3.5004⁽⁵⁾	0	I	See footnote⁽⁴⁾
Class B Common Stock	12/28/2023		C⁽²⁾⁽⁶⁾		9,191⁽⁶⁾	D	⁽⁶⁾	31,908,993⁽⁷⁾	I	See footnotes⁽⁴⁾⁽⁷⁾
Class A Common Stock	12/28/2023		C⁽⁶⁾		9,191⁽⁶⁾	A	⁽⁶⁾	9,191	I	See footnote⁽⁴⁾
Class A Common Stock	12/28/2023		S⁽⁴⁾		9,191⁽⁶⁾	D	$3.5211⁽⁸⁾	0	I	See footnote⁽⁴⁾
Class B Common Stock	12/29/2023		C⁽²⁾⁽⁹⁾		8,222⁽⁹⁾	D	⁽⁹⁾	31,900,771⁽¹⁰⁾	I	See footnotes⁽⁴⁾⁽¹⁰⁾
Class A Common Stock	12/29/2023		C⁽⁹⁾		8,222⁽⁹⁾	A	⁽⁹⁾	8,222	I	See footnote⁽⁴⁾
Class A Common Stock	12/29/2023		S⁽⁴⁾		8,222⁽⁹⁾	D	$3.4618⁽¹¹⁾	0	I	See footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Units	⁽²⁾	12/27/2023		C⁽¹⁾⁽²⁾			24,221⁽¹⁾	⁽²⁾	⁽²⁾	Class A Common Stock	24,221	⁽²⁾	31,918,184⁽³⁾	I	See footnotes⁽³⁾⁽⁴⁾
LLC Units	⁽²⁾	12/28/2023		C⁽²⁾⁽⁶⁾			9,191⁽⁶⁾	⁽²⁾	⁽²⁾	Class A Common Stock	9,191	⁽²⁾	31,908,993⁽⁷⁾	I	See footnotes⁽⁴⁾⁽⁷⁾
LLC Units	⁽²⁾	12/29/2023		C⁽²⁾⁽⁹⁾			8,222⁽⁹⁾	⁽²⁾	⁽²⁾	Class A Common Stock	8,222	⁽²⁾	31,900,771⁽¹⁰⁾	I	See footnotes⁽⁴⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

MAINSAIL GP III, LLC

(Last)

(First)

(Middle)

C/O MAINSAIL MANAGEMENT COMPANY, LLC

500 WEST 5TH STREET, SUITE 1100

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mainsail Partners III, L.P.

(Last)

(First)

(Middle)

C/O MAINSAIL MANAGEMENT COMPANY, LLC

500 WEST 5TH STREET, SUITE 1100

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mainsail Co-Investors III, L.P.

(Last)

(First)

(Middle)

C/O MAINSAIL MANAGEMENT COMPANY, LLC

500 WEST 5TH STREET, SUITE 1100

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MAINSAIL INCENTIVE PROGRAM, LLC

(Last)

(First)

(Middle)

C/O MAINSAIL MANAGEMENT COMPANY, LLC

500 WEST 5TH STREET, SUITE 1100

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MAINSAIL MANAGEMENT COMPANY, LLC

(Last)

(First)

(Middle)

C/O MAINSAIL MANAGEMENT COMPANY, LLC

500 WEST 5TH STREET, SUITE 1100

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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	12/29/2023
	/s/ Gavin Turner, Mainsail Partners III, L.P.	12/29/2023
	/s/ Gavin Turner, Mainsail Co-Investors III, L.P.	12/29/2023
	/s/ Gavin Turner, Mainsail Incentive Program, LLC	12/29/2023
	/s/ Gavin Turner, Mainsail Management Company, LLC	12/29/2023
	** 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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