0000950103-22-013614.txt : 20220802 0000950103-22-013614.hdr.sgml : 20220802 20220802205326 ACCESSION NUMBER: 0000950103-22-013614 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220724 FILED AS OF DATE: 20220802 DATE AS OF CHANGE: 20220802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Matula Alan David CENTRAL INDEX KEY: 0001661629 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40702 FILM NUMBER: 221130651 MAIL ADDRESS: STREET 1: 828 ST. CHARLES CITY: NEW ORLEANS STATE: LA ZIP: 70130 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 3 1 dp178280_3-matula.xml FORM 3 X0206 3 2022-07-24 0 0001857951 Weber Inc. WEBR 0001661629 Matula Alan David 1415 S. ROSELLE ROAD PALATINE IL 60067 0 1 0 0 Interim CEO Class A Common Stock 78242 D Stock Option 18.05 2031-10-14 Class A Common Stock 70227 D Profits Units in Weber HoldCo LLC 6.12 Class A Common Stock 310664 D Profits Units in Weber HoldCo LLC 7.91 Class A Common Stock 310664 D Profits Units in Weber HoldCo LLC 9.70 Class A Common Stock 310664 D Profits Units in Weber HoldCo LLC 9.71 Class A Common Stock 307486.70 D Reflects (a) 27,911 restricted stock units that were granted on October 14, 2021, which vest in equal annual installments over three years subject to continued employment through the applicable vesting date, unless the reporting person leaves employment due to death or disability, (b) 35 restricted stock units that were granted in connection with the issuer's initial public offering, which vest on August 9, 2022 subject to continued employment through the vesting date, unless the reporting person leaves employment due to death or disability, (c) 35,400 fully vested restricted stock units, which are subject to deferred settlement, that were issued in connection with the issuer's initial public offering in replacement of long-term incentive awards held by the reporting person under the historical Amended and Restated Weber-Stephen Products LLC Management Incentive Compensation Plan and (d) 14,896 fully vested shares of Class A Common Stock of the issuer ("Class A Common Stock"). Reflects stock options that were granted on October 14, 2021, which vest and become exercisable in equal annual installments over three years subject to continued employment through the applicable vesting date, unless the reporting person leaves employment due to death or disability. Reflects profits units in Weber HoldCo LLC (the "Profits Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding profits units of Weber-Stephen Management Pool LLC ("Management Pool LLC"), 1/3 of which are vested and the remaining 2/3 of which vest in equal installments on September 15, 2022 and September 15, 2023. The Profits Units are convertible, at the reporting person's election, into common units of Weber HoldCo LLC ("LLC Units") based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock of the issuer ("Class B Common Stock") would be issued to Weber HoldCo 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 (cont'd from fn 3) the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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. Any Profits Units that have not been converted into LLC Units will automatically be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the reporting person's termination of employment. The LLC Units do not expire. Exhibit 24 - Power of Attorney /s/ Erik Chalut as Attorney-in-Fact for Alan David Matula 2022-08-02 EX-24 2 dp178280_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of William J. Horton and Erik Chalut as the undersigned’s true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder of Weber Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Exchange Act;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of July, 2022.

Signature:	/s/ Alan D. Matula
Name:	Alan D. Matula