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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. )* |
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Vintage Wine Estates, Inc.
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(Name of Issuer)
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Common Stock
(Title of Class of Securities) |
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92747V 106
(CUSIP Number) |
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Eric D. Miller, Esq.
c/o Vintage Wines Estates, Inc.
937 Tahoe Blvd. Incline Village, NV 89451 (707) 346-3640 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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June 7, 2021
(Date of Event Which Requires Filing of this Statement) |
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ☐
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 92747V 106
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1
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NAMES OF REPORTING PERSONS
Patrick A. Roney |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
29,426,950 (1)(2) |
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9
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SOLE DISPOSITIVE POWER
0 |
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10
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SHARED DISPOSITIVE POWER
8,715,935 (1)(2) |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,426,950 shares (1)(2) |
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7% (2)(3) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
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| (1) |
Patrick A. Roney shares voting power and dispositive power with his wife, Laura G. Roney, over 6,551,478 shares of common stock, no par value per share (“Common Stock”), of Vintage Wine Estates, Inc., a Nevada corporation (“Issuer), owned by
the Patrick A. and Laura G. Roney Trust. Mr. Roney also is co-trustee (with Darrell D. Swank and Steven Kay) of 2,211,817 shares of Common Stock owned by the SLR Non-Exempt Trust UAD 4/21/2018. In his capacity as the Roney Representative (as
defined herein) under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney also has voting power over all shares of Common Stock owned by these trusts and other Specified Investors pursuant to and for
the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP has voting power over all shares of Common Stock owned by the Specified Investors for the
purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are
Reporting Persons that are jointly filing this Statement on Schedule 13D.
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| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch (as defined herein) on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for
redemptions from each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement (as
defined herein).
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| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
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CUSIP No. 92747V 106
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1
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NAMES OF REPORTING PERSONS
Bespoke Sponsor Capital LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
29,426,950 (1)(2) |
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9
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SOLE DISPOSITIVE POWER
6,000,000 (2) |
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10
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SHARED DISPOSITIVE POWER
0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,426,950 shares (2) |
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7% (2)(3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
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| (1) |
Mark W.B. Harms and Robert L. Berner III share voting and dispositive power over the 6,000,000 shares of Common Stock owned by Bespoke Sponsor Capital LP (the “Sponsor”). The Sponsor also has voting power over all shares of Common
Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement
on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sponsor and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees
to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing
this Statement on Schedule 13D.
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| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
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| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
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CUSIP No. 92747V 106
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1
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NAMES OF REPORTING PERSONS
Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
7,600,117 (1)(2) |
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9
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SOLE DISPOSITIVE POWER
7,600,117 (2) |
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10
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SHARED DISPOSITIVE POWER
0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,600,117 shares (2) |
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6% (2)(3) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
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| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned
by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other
matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
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| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
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| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
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CUSIP No. 92747V 106
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1
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NAMES OF REPORTING PERSONS
SLR Non-Exempt Trust UAD 4/21/2018 |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
2,199,863 (1)(2) |
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9
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SOLE DISPOSITIVE POWER
2,199,863 (2) |
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10
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SHARED DISPOSITIVE POWER
0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,863 shares (2) |
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6% (2)(3) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
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| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned
by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other
matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
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| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
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| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
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CUSIP No. 92747V 106
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1
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NAMES OF REPORTING PERSONS
Patrick A. Roney and Laura G. Roney Trust |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
California |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
6,516,072 (1)(2) |
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9
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SOLE DISPOSITIVE POWER
6,516,072 (2) |
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10
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SHARED DISPOSITIVE POWER
0 |
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,516,072 shares (2) |
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8% (2)(3) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
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| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the trust and other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned
by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other
matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
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| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
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| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
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CUSIP No. 92747V 106
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1
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NAMES OF REPORTING PERSONS
Sean Roney |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
423,729 (1)(2) |
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9
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SOLE DISPOSITIVE POWER
423,729 (2) |
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10
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SHARED DISPOSITIVE POWER
0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,729 shares (2) |
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (2)(3) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
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| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sean Roney and other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned
by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other
matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
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CUSIP No. 92747V 106
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1
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NAMES OF REPORTING PERSONS
Sonoma Brands II, L.P. |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
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3
|
SEC USE ONLY
|
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|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
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|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
684,881 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
684,881 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
684,881 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
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| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands II, L.P and other
Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common
Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect
to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
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NAMES OF REPORTING PERSONS
Sonoma Brands II Select, L.P. |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
39,350 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
39,350 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,350 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.065% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands II Select, L.P
and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of
Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with
respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Sonoma Brands VWE Co-Invest, L.P. |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
410,715 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
410,715 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,715 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Sonoma Brands VWE Co-Invest,
L.P and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all
shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common
Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Linda Butler |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
139,525 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
139,525 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,525 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Linda Butler and other
Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common
Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect
to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Ron Coleman |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
372,387 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
372,387 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,387 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Ron Coleman and other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned
by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other
matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Vicki Daigneault |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
6,185 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
6,185 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,185 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Vicki Daigneault and other
Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common
Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect
to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Marco DiGiulio |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
244,841 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
244,841 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,841 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Marco DiGiulio and other
Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common
Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect
to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Michell Ruggirello |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
5,285 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
5,285 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,285 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.009% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Michell Ruggirello and other
Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common
Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect
to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Anne Stewart |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
771,828 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
771,828 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
771,828 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Anne Stewart and other
Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common
Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect
to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Chuck Sweeney |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
663,187 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
663,187 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,187 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Chuck Sweeney and other
Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common
Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect
to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Nell Sweeney |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
663,187 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
663,187 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,187 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by Nell Sweeney and other
Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common
Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect
to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Jeff Kunde |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
386,871 (1)(2) |
|
|
8
|
SHARED VOTING POWER
131,028 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
386,871 (1)(2) |
||
|
10
|
SHARED DISPOSITIVE POWER
131,028 (1)(2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,899 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Jeff Kunde has sole voting and dispositive power over all shares of Common Stock owned by the A & L Kunde Trust #1, the A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde and the Voting Trust FBO Jeff Kunde U/T Kunde Living Trust and
shares voting and dispositive power with Roberta Kunde over all shares of Common Stock owned by the Jeff & Roberta Kunde Living Trust Dated 6-16-95 (collectively, the “Kunde Trusts”). In his capacity as the Roney Representative under
the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Kunde Trusts and other Specified Investors pursuant to and for the purposes
specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose
of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are
Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Marcia Mickelson |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
379,828 (1)(2) |
|
|
8
|
SHARED VOTING POWER
138,071 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
379,828 (1)(2) |
||
|
10
|
SHARED DISPOSITIVE POWER
138,071 (1)(2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,899 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Marcia Mickelson has sole voting and dispositive power over all shares of Common Stock owned by the A & L Kunde Trust #3, the A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson and the Voting Trust FBO Marcia Mickelson U/T Kunde
Living Trust and shares voting and dispositive power with Jim Mickelson over all shares of Common Stock owned by the Jim & Marcia Mickelson Living Trust Dated 4-11-01 (collectively, the “Mickelson Trusts”). In his capacity as the
Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Mickelson Trusts and other Specified Investors
pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. Bespoke Sponsor Capital LP also has voting power over all shares of Common Stock owned by the
Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters.
The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Mark W.B. Harms |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
29,426,950 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
6,000,000 (1)(2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,426,950 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Mark W.B. Harms and Robert L. Berner III share voting and dispositive power over the 6,000,000 shares of Common Stock owned by the Sponsor. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors
for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has
voting power over all shares of Common Stock owned by the Sponsor and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors.
The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Robert L. Berner III |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
29,426,950 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
6,000,000 (1)(2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,426,950 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Robert L. Berner III and Mark W.B. Harms share voting and dispositive power over the 6,000,000 shares of Common Stock owned by the Sponsor. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors
for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has
voting power over all shares of Common Stock owned by the Sponsor and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors.
The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Sonoma Brands II GP, LLC |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
1,134,946 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
1,134,946 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,946 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
||
| (1) |
Sonoma Brands II GP, LLC is the general partner of Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”). In his capacity as the Roney Representative
under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors and other Specified Investors pursuant to and for the
purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of
voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting
Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Sonoma Brands Partners II, LLC |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
1,134,946 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
1,134,946 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,946 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
||
| (1) |
Sonoma Brands Partners II, LLC is the managing member of Sonoma Brands II GP, LLC, which is the general partner of Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani
Investors”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani
Investors and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of
Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with
respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Jonathan Sebastiani |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 (1)(2) |
|
|
8
|
SHARED VOTING POWER
1,134,946 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
1,134,946 (1) (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,946 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Jonathan Sebastiani has sole voting and dispositive power over the shares of Common Stock owned by Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P. (collectively, the “Sebastiani Investors”).
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, however, Patrick A. Roney has voting power over all shares of Common Stock owned by the Sebastiani Investors
and other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock
owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to
other matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Laura G. Roney |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
6,516,072 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
6,516,072 (1)(2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,516,072 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Laura G. Roney and her husband, Patrick A. Roney, are co-trustees of the Patrick A. Roney and Laura G. Roney Trust and share voting and dispositive power over the 6,516,072 shares of Common Stock owned by the trust. In his capacity as the
Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney also has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and
for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the
purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are
Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Darrell D. Swank |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
9,799,980 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
9,799,980 (1)(2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,799,980 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Darrell D. Swank is a co-trustee (with Steven Kay) of Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, and (with Patrick A. Roney and Steven Kay) of the SLR Non-Exempt Trust UAD 4/21/2018 (the “Rudd
Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of common Stock owned by the Rudd Trusts and the
other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned
by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other
matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Steven Kay |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
9,799,980 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
9,799,980 (1)(2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,799,980 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Steven Kay is a co-trustee (with Darrell D. Swank) of Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, and (with Patrick A. Roney and Darrell D. Swank) of the SLR Non-Exempt Trust UAD 4/21/2018 (the “Rudd
Trusts”). In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the Rudd Trusts and the
other Specified Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned
by the Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other
matters. The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Roberta Kunde |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
131,028 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
131,028 (1)(2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,028 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Roberta Kunde shares voting and dispositive power with Jim Mickelson over all shares of Common Stock owned by the Jeff & Roberta Kunde Living Trust Dated 6-16-95. In his capacity as the Roney Representative under the Investor Rights
Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for
the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the
Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this
Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
A & L Kunde Trust #1 |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
219,072 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
219,072 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,072 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the
Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters.
The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
34,699 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
34,699 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,699 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the
Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters.
The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Voting Trust FBO Jeff Kunde U/T Kunde Living Trust |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
133,100 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
133,100 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,100 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the
Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters.
The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Jeff & Roberta Kunde Living Trust Dated 6-16-95 |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
131,028 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
131,028 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,028 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the
Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters.
The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Jim Mickelson |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
138,071 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
138,071 (1)(2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,071 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
Jim Mickelson shares voting and dispositive power with Marcia Mickelson over all shares of Common Stock owned by the Jim & Marcia Mickelson Living Trust Dated 4-11-01. In his capacity as the Roney Representative under the Investor Rights
Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified Investors pursuant to and for the purposes specified therein, including for
the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the Specified Investors for the purpose of voting for the Sponsor Nominees to the
Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters. The Specified Investors are Reporting Persons that are jointly filing this
Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
A & L Kunde Trust #3 |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
230,569 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
230,569 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,569 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the
Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters.
The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
9,114 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
9,114 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,114 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the
Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters.
The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
140,145 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
140,145 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,145 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the
Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters.
The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
CUSIP No. 92747V 106
|
|||
|
1
|
NAMES OF REPORTING PERSONS
Jim & Marcia Mickelson Living Trust Dated 4-11-01 |
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0 |
|
|
8
|
SHARED VOTING POWER
138,071 (1)(2) |
||
|
9
|
SOLE DISPOSITIVE POWER
138,071 (2) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,071 shares (2) |
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (2)(3) |
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) |
In his capacity as the Roney Representative under the Investor Rights Agreement described in Item 3 of this Statement on Schedule 13D, Mr. Roney has voting power over all shares of Common Stock owned by the trust and the other Specified
Investors pursuant to and for the purposes specified therein, including for the purpose of voting for the Roney Nominees to the Issuer’s board of directors. The Sponsor also has voting power over all shares of Common Stock owned by the
Specified Investors for the purpose of voting for the Sponsor Nominees to the Issuer’s board of directors. The Roney Representative also has the right to exercise voting power over all such shares of Common Stock with respect to other matters.
The Specified Investors are Reporting Persons that are jointly filing this Statement on Schedule 13D.
|
| (2) |
Includes shares of Common Stock that are redeemable by the Issuer for no consideration to the extent that any portion of a PPP Note is not forgiven in certain circumstances. Gives effect to the issuance of 10,000,000 shares of Common Stock
to Wasatch on June 7, 2021. Does not give effect to the issuance of any earnout shares or to the exercise or ownership of any warrants (as they will not be exercisable within 60 days of June 7, 2021) or to the potential for redemptions from
each shareholder party to the Investor Rights Agreement to the extent that the merger consideration is adjusted downward in excess of the adjustment escrow deposit in accordance with the terms of the Transaction Agreement.
|
| (3) |
Based on information provided by the Issuer as of June 7, 2021, reflecting 60,461,611 shares of Common Stock of the Issuer outstanding as of such date.
|
|
Reporting Person
|
Address
|
|
Patrick A. Roney
|
c/o Vintage Wine Estates, Inc., 937 Tahoe Blvd., Incline Village, NV 89451
|
|
Bespoke Sponsor Capital LP
|
c/o Bespoke Capital Partners, LLC, 115 Park Street, 3rd Floor, London, W1K 7AP, United Kingdom
|
|
Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended
|
c/o Leslie Rudd Investment Co., 2416 E. 37th Street N., Wichita, KS 67219
|
|
SLR Non-Exempt Trust UAD 4/21/2018
|
c/o Leslie Rudd Investment Co., 2416 E. 37th Street N., Wichita, KS 67219
|
|
Patrick A. Roney and Laura G. Roney Trust
|
c/o Vintage Wine Estates, Inc., 937 Tahoe Blvd., Incline Village, NV 89451
|
|
Sean Roney
|
c/o Vintage Wine Estates, Inc., 937 Tahoe Blvd., Incline Village, NV 89451
|
|
Sonoma Brands II, L.P.
|
c/o Sonoma Brands, 117 West Napa Street, Suite C, Sonoma, CA 95476
|
|
Sonoma Brands II Select, L.P.
|
c/o Sonoma Brands, 117 West Napa Street, Suite C, Sonoma, CA 95476
|
|
Sonoma Brands VWE Co-Invest, L.P.
|
c/o Sonoma Brands, 117 West Napa Street, Suite C, Sonoma, CA 95476
|
|
Linda Butler
|
1107 Mt. George Avenue, Napa, CA 94558
|
|
Ron Coleman
|
371 S. 1st Avenue, Walla Walla, WA 99362
|
|
Vicki Daigneault
|
608 Desert Canyon Parkway, Orondo, WA 98843
|
|
Marco DiGiulio
|
1245 Firview Drive, Calistoga, CA 94515
|
|
Michell Ruggirello
|
1483 Woody Creek Lane, Windsor, CA 95492
|
|
Anne Stewart
|
2815 Ferndale Street, Houston, TX 77098
|
|
Chuck Sweeney
|
c/o Landmark Hotels, Inc., 1520 Railroad Avenue, St. Helena, CA 94574
|
|
Nell Sweeney
|
1212 Hudson Avenue, St. Helena, CA 95474
|
|
Jeff Kunde
|
1185 Lawndale Road, Kenwood, CA 95452
|
|
Marcia Mickelson
|
5174 Sonoma Mountain Road, Santa Rosa, CA 95404
|
|
Mark W.B. Harms
|
c/o Bespoke Capital Partners, LLC, 115 Park Street, 3rd Floor, London, W1K 7AP, United Kingdom
|
|
Robert L. Berner III
|
c/o Bespoke Capital Partners, LLC, 115 Park Street, 3rd Floor, London, W1K 7AP, United Kingdom
|
|
Sonoma Brands II GP, LLC
|
c/o Sonoma Brands, 117 West Napa Street, Suite C, Sonoma, CA 95476
|
|
Sonoma Brands Partners II, LLC
|
c/o Sonoma Brands, 117 West Napa Street, Suite C, Sonoma, CA 95476
|
|
Jonathan Sebastiani
|
c/o Sonoma Brands, 117 West Napa Street, Suite C, Sonoma, CA 95476
|
|
Laura G. Roney
|
c/o Vintage Wine Estates, Inc., 937 Tahoe Blvd., Incline Village, NV 89451
|
|
Darrell D. Swank
|
c/o Leslie Rudd Investment Co., 2416 E. 37th Street N., Wichita, KS 67219
|
|
Steven Kay
|
100 The Embarcadero, Penthouse, San Francisco, CA 94105-1291
|
|
Roberta Kunde
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
A & L Kunde Trust #1
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
Voting Trust FBO Jeff Kunde U/T Kunde Living Trust
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
Jeff & Roberta Kunde Living Trust Dated 6-16-95
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
Jim Mickelson
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
A & L Kunde Trust #3
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
Jim & Marcia Mickelson Living Trust Dated 4-11-01
|
c/o Kunde Family Winery, P.O. Box 639, Kenwood, CA 95452
|
|
Reporting Person
|
Present Principal Occupation or Employment; Name of Business and Its Principal Business
|
|
Patrick A. Roney
|
CEO of Vintage Wine Estates, Inc. (the Issuer); wine production and sales
|
|
Bespoke Sponsor Capital LP
|
Sponsor of the transactions contemplated by the Transaction Agreement described in Item 6 of this Statement
|
|
Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended
|
Trust; holds and manages assets of the settlor
|
|
SLR Non-Exempt Trust UAD 4/21/2018
|
Trust; holds and manages assets of the settlor
|
|
Patrick A. Roney and Laura G. Roney Trust
|
Trust; holds and manages assets of the settlors
|
|
Sean Roney
|
Employee of the Issuer; wine production and sales
|
|
Sonoma Brands II, L.P.
|
Investor in the Issuer
|
|
Sonoma Brands II Select, L.P.
|
Investor in the Issuer
|
|
Sonoma Brands VWE Co-Invest, L.P.
|
Investor in the Issuer
|
|
Linda Butler
|
Investor in the Issuer
|
|
Ron Coleman
|
Self-employed
|
|
Vicki Daigneault
|
Regional Manager--Northwest, C. Mondavi & Family; wine company
|
|
Marco DiGiulio
|
Chief Winemaker of Vintage Wine Estates, Inc. (the Issuer)
|
|
Michell Ruggirello
|
Accountant
|
|
Anne Stewart
|
Retired
|
|
Chuck Sweeney
|
Chairman and Chief Executive Officer of Landmark Hotels, Inc.; hotel development and management
|
|
Nell Sweeney
|
Chief Executive Officer of Vine Cliff Winery Inc.
|
|
Jeff Kunde
|
Chairman of Kunde Family Winery
|
|
Marcia Mickelson
|
Chief Operating Officer of Kunde Family Winery; Investor
|
|
Mark W.B. Harms
|
Joint Managing Partner of Bespoke and member of the Board of Directors of the Issuer
|
|
Robert L. Berner III
|
Joint Managing Member of Bespoke, Chief Investment Officer of Bespoke, Chairman of Bespoke’s Investment Committee and member of the Board of Directors of the Issuer
|
|
Sonoma Brands II GP, LLC
|
General Partner of each of the Sebastiani Investors; investment management
|
|
Sonoma Brands Partners II, LLC
|
Managing Member of Sonoma Brands II GP, LLC; investment management
|
|
Jonathan Sebastiani
|
Managing Member of Sonoma Brands Partners II, LLC; private equity investment
|
|
Laura G. Roney
|
Artist
|
|
Darrell D. Swank
|
President of Leslie Rudd Investment Company (owned by the Leslie G. Rudd Living Trust); investment management
|
|
Steven Kay
|
Attorney
|
|
Roberta Kunde
|
Retired
|
|
A & L Kunde Trust #1
|
Trust
|
|
A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde
|
Trust
|
|
Voting Trust FBO Jeff Kunde U/T Kunde Living Trust
|
Trust
|
|
Jeff & Roberta Kunde Living Trust Dated 6-16-95
|
Trust
|
|
Jim Mickelson
|
Owner and CEO of Jerry & Don’s Yager Pump & Well Service; water well contracting, selling and installing wells and water systems
|
|
A & L Kunde Trust #3
|
Trust
|
|
A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson
|
Trust
|
|
Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust
|
Trust
|
|
Jim & Marcia Mickelson Living Trust Dated 4-11-01
|
Trust
|
| Exhibit 1 |
| Exhibit 2 |
| Exhibit 3 |
| Exhibit 4 |
| Exhibit 5 |
| Exhibit 6 |
| Exhibit 7 |
| Exhibit 8 |
| Exhibit 9 |
| Exhibit 24.1 |
| Exhibit 99.1 |
|
MARITAL TRUST D UNDER THE LESLIE G. RUDD LIVING TRUST U/A/D 3/31/1999, AS AMENDED
By: /s/Darrell D. Swank
Darrell D. Swank
Trustee
By: /s/ Steven Kay
Steven Kay
Trustee
|
|
SLR NON-EXEMPT TRUST UAD 4/21/2018
By: /s/Darrell D. Swank
Darrell D. Swank
Trustee
By: /s/ Steven Kay
Steven Kay
Trustee
By: /s/ Patrick A. Roney
Patrick A. Roney
Trustee
|
|
PATRICK A. RONEY AND LAURA G. RONEY TRUST
By: /s/ Patrick A. Roney
Patrick A. Roney
Trustee
By: /s/ Laura G. Roney
Laura G. Roney
Trustee
|
|
BESPOKE SPONSOR CAPITAL LP
By: Bespoke Capital Partners, LLC,
its General Partner
By: /s/ Mark Harms
Name: Mark Harms
Title: Managing Member
|
|
SONOMA BRANDS II, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS II SELECT, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS VWE CO-INVEST, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS II GP, LLC
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS PARTNERS II, LLC
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
/s/ Patrick A. Roney
Patrick A. Roney
|
|
/s/ Laura G. Roney
Laura G. Roney
|
|
/s/ Sean Roney
Sean Roney
|
|
/s/ Linda Butler
Linda Butler
|
|
/s/ Ronald Coleman
Ron Coleman
|
|
/s/ Vicki Daigneault
Vicki Daigneault
|
|
/s/ Marco DiGiulio
Marco DiGiulio
|
|
/s/ Michell Ruggirello
Michell Ruggirello
|
|
/s/ Anne Stewart
Anne Stewart
|
|
/s/ Charles Sweeney
Chuck Sweeney
|
|
/s/ Nell Sweeney
Nell Sweeney
|
|
/s/ Jeff Kunde
Jeff Kunde, individually, and as trustee for A & L Kunde Trust #1, for A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde, for Voting Trust FBO Jeff Kunde U/T Kunde Living Trust, and for Jeff & Roberta Kunde Living Trust Dated
6-16-95
|
|
/s/ Roberta Kunde
Roberta Kunde, individually, and as trustee for Jeff & Roberta Kunde Living Trust Dated 6-16-95
|
|
/s/ Marcia Mickelson
Marcia Mickelson, individually, and as trustee for A & L Kunde Trust #3, for A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson, for Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust, and for Jim & Marcia Mickelson
Living Trust Dated 4-11-01
|
|
/s/ Jim Mickelson
Jim Mickelson, individually, and as trustee for Jim & Marcia Mickelson Living Trust Dated 4-11-01
|
|
/s/ Mark W.B. Harms
Mark W. B. Harms
|
|
/s/ Robert L. Berner III
Robert L. Berner III
|
|
/s/ Jonathan Sebastiani
Jonathan Sebastiani
|
|
/s/ Darrell D. Swank
Darrell D. Swank
|
|
/s/ Steven Kay
Steven Kay
|
|
Separately Filing Group Member
|
Aggregate Number (Percentage) of Shares Beneficially Owned(2)
|
Number of Shares Beneficially Owned With(2)
|
|||
|
Sole Voting Power
|
Shared Voting Power
|
Sole Dispositive Power
|
Shared Dispositive Power
|
||
|
TGAM Agribusiness Fund Holdings LP
|
1,650,000 (2.7%)
|
0
|
1,650,000
|
1,650,000
|
0
|
|
TGAM Agribusiness Fund LP
|
1,650,000 (2.7%)
|
0
|
1,650,000
|
1,650,000
|
0
|
|
TGAM Agribusiness Fund-B LP
|
1,650,000 (2.7%)
|
0
|
1,650,000
|
1,650,000
|
0
|
|
TGAM Agribusiness Fund GP LLC
|
1,650,000 (2.7%)
|
0
|
1,650,000
|
1,650,000
|
0
|
|
AGR Partners LLC
|
1,650,000 (2.7%)
|
0
|
1,650,000
|
1,650,000
|
0
|
|
Ejnar Knudsen
|
1,650,000 (2.7%)
|
0
|
1,650,000
|
1,650,000
|
0
|
|
A. Justin Ourso IV
|
1,650,000 (2.7%)
|
0
|
1,650,000
|
1,650,000
|
0
|
|
MARITAL TRUST D UNDER THE LESLIE G. RUDD LIVING TRUST U/A/D 3/31/1999, AS AMENDED
By: /s/ Darrell D. Swank
Darrell D. Swank
Trustee
By: /s/ Steven Kay
Steven Kay
Trustee
|
|
SLR NON-EXEMPT TRUST UAD 4/21/2018
By: /s/ Darrell D. Swank
Darrell D. Swank
Trustee
By: /s/ Steven Kay
Steven Kay
Trustee
By: /s/ Patrick A. Roney
Patrick A. Roney
Trustee
|
|
PATRICK A. RONEY AND LAURA G. RONEY TRUST
By: /s/ Patrick A. Roney
Patrick A. Roney
Trustee
By: /s/ Laura G. Roney
Laura G. Roney
Trustee
|
|
BESPOKE SPONSOR CAPITAL LP
By: Bespoke Capital Partners, LLC,
its General Partner
By: /s/ Mark Harms
Name: Mark Harms
Title: Managing Member
|
|
SONOMA BRANDS II, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
|
SONOMA BRANDS II SELECT, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS VWE CO-INVEST, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS II GP, LLC
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS PARTNERS II, LLC
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
/s/ Patrick A. Roney
Patrick A. Roney
|
|
/s/ Laura G. Roney
Laura G. Roney
|
|
|
/s/ Sean Roney
Sean Roney
|
|
|
/s/ Linda Butler
Linda Butler
|
|
/s/ Ronald Coleman
Ron Coleman
|
|
/s/ Vicki Daigneault
Vicki Daigneault
|
|
/s/ Marco DiGiulio
Marco DiGiulio
|
|
/s/ Michell Ruggirello
Michell Ruggirello
|
|
/s/ Anne Stewart
Anne Stewart
|
|
/s/ Charles Sweeney
Chuck Sweeney
|
|
/s/ Nell Sweeney
Nell Sweeney
|
|
/s/ Jeff Kunde
Jeff Kunde, individually, and as trustee for A & L Kunde Trust #1, for A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde, for Voting Trust FBO
Jeff Kunde U/T Kunde Living Trust, and for Jeff & Roberta Kunde Living Trust Dated 6-16-95
|
|
/s/ Roberta Kunde
Roberta Kunde, individually, and as trustee for Jeff & Roberta Kunde Living Trust Dated 6-16-95
|
|
/s/ Marcia Mickelson
Marcia Mickelson, individually, and as trustee for A & L Kunde Trust #3, for A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson, for Voting
Trust FBO Marcia Mickelson U/T Kunde Living Trust, and for Jim & Marcia Mickelson Living Trust Dated 4-11-01
|
|
/s/ Jim Mickelson
Jim Mickelson, individually, and as trustee for Jim & Marcia
Mickelson Living Trust Dated 4-11-01
|
|
/s/ Mark W.B. Harms
Mark W. B. Harms
|
|
/s/ Robert L. Berner III
Robert L. Berner III
|
|
/s/ Jonathan Sebastiani
Jonathan Sebastiani
|
|
/s/ Darrell D. Swank
Darrell D. Swank
|
|
/s/ Steven Kay
Steven Kay
|
|
1.
|
the undersigned shall become a signatory to any and all forms, applications, reports, registration statements and other
documents as may be necessary or advisable for the undersigned or the Issuer to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the “Securities Act”); and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (collectively, the “SEC Filings”);
|
|
2.
|
the undersigned must manually or electronically sign a signature page or other document authenticating, acknowledging, or
otherwise adopting the undersigned’s signature1 that appears in the SEC Filings (“authentication documents”), and the undersigned desires
to sign authentication documents electronically as permitted by the rules and regulations promulgated by the Commission, including, without limitation, Rule 302(b)(1) of Regulation S-T; Rule 402 and Rule 471 of the Securities Act; and Rule
12b-11, Rule 14d-1, Rule 15Fb1-1 and Rule 16a-3 of the Exchange Act;
|
|
3.
|
the undersigned’s authorization under this attestation shall remain legally valid until the earlier of: (a) the date the
undersigned ceases to be a duly elected or appointed officer or director of the Issuer, except with respect to filings pursuant to Section 16 under the Exchange
Act, and the undersigned’s express revocation provided to the Company in writing;
|
|
4.
|
when using electronic signatures2 for purposes of signing authentication documents, the use of such electronic signature constitutes the legal equivalent of the undersigned’s manual
|
|
5.
|
signature for purposes of authenticating the signature to any SEC Filings for which it is provided;
|
|
6.
|
the undersigned and the Issuer shall each retain a manually signed copy of this attestation for as long as the undersigned
may use an electronic signature to sign authentication documents, and for a period of seven years after the date of the most recent electronically signed authentication document; and
|
|
7.
|
the undersigned and the Issuer shall furnish a copy of this attestation (which may be retained and stored via electronic means) to the Commission
upon its request.
|
|
MARITAL TRUST D UNDER THE LESLIE G. RUDD LIVING TRUST U/A/D 3/31/1999, AS AMENDED
By: /s/ Darrell D. Swank
Darrell D. Swank
Trustee
By: /s/ Steven Kay
Steven Kay
Trustee
|
|
SLR NON-EXEMPT TRUST UAD 4/21/2018
By: /s/ Darrell D. Swank
Darrell D. Swank
Trustee
By: /s/ Steven Kay
Steven Kay
Trustee
By: /s/ Patrick A. Roney
Patrick A. Roney
Trustee
|
|
PATRICK A. RONEY AND LAURA G. RONEY TRUST
By: /s/ Patrick A. Roney
Patrick A. Roney
Trustee
By: /s/ Laura G. Roney
Laura G. Roney
Trustee
|
|
BESPOKE SPONSOR CAPITAL LP
By: Bespoke Capital Partners, LLC,
its General Partner
By: /s/ Mark Harms
Name: Mark Harms
Title: Managing Member
|
|
SONOMA BRANDS II, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
|
SONOMA BRANDS II SELECT, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS VWE CO-INVEST, L.P.
By: Sonoma Brands II GP, LLC, its general partner
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS II GP, LLC
By: Sonoma Brands Partners II, LLC, its managing member
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
SONOMA BRANDS PARTNERS II, LLC
By: /s/ Jonathan Sebastiani
Jonathan Sebastiani
Managing Member
|
|
/s/ Patrick A. Roney
Patrick A. Roney
|
|
/s/ Laura G. Roney
Laura G. Roney
|
|
|
/s/ Sean Roney
Sean Roney
|
|
|
/s/ Linda Butler
Linda Butler
|
|
/s/ Ronald Coleman
Ron Coleman
|
|
/s/ Vicki Daigneault
Vicki Daigneault
|
|
/s/ Marco DiGiulio
Marco DiGiulio
|
|
/s/ Michell Ruggirello
Michell Ruggirello
|
|
/s/ Anne Stewart
Anne Stewart
|
|
/s/ Charles Sweeney
Chuck Sweeney
|
|
/s/ Nell Sweeney
Nell Sweeney
|
|
/s/ Jeff Kunde
Jeff Kunde, individually, and as trustee for A & L Kunde Trust #1, for A Kunde and L Kunde GST Exempt GRAT fbo Jeff Kunde, for Voting Trust FBO
Jeff Kunde U/T Kunde Living Trust, and for Jeff & Roberta Kunde Living Trust Dated 6-16-95
|
|
/s/ Roberta Kunde
Roberta Kunde, individually, and as trustee for Jeff & Roberta Kunde Living Trust Dated 6-16-95
|
|
/s/ Marcia Mickelson
Marcia Mickelson, individually, and as trustee for A & L Kunde Trust #3, for A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson, for Voting
Trust FBO Marcia Mickelson U/T Kunde Living Trust, and for Jim & Marcia Mickelson Living Trust Dated 4-11-01
|
|
/s/ Jim Mickelson
Jim Mickelson, individually, and as trustee for Jim & Marcia
Mickelson Living Trust Dated 4-11-01
|
|
/s/ Mark W.B. Harms
Mark W. B. Harms
|
|
/s/ Robert L. Berner III
Robert L. Berner III
|
|
/s/ Jonathan Sebastiani
Jonathan Sebastiani
|
|
/s/ Darrell D. Swank
Darrell D. Swank
|
|
/s/ Steven Kay
Steven Kay
|