0000950103-23-000359.txt : 20230110 0000950103-23-000359.hdr.sgml : 20230110 20230110212716 ACCESSION NUMBER: 0000950103-23-000359 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230106 FILED AS OF DATE: 20230110 DATE AS OF CHANGE: 20230110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weber-Stephen Management Pool LLC CENTRAL INDEX KEY: 0001878006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40702 FILM NUMBER: 23522455 BUSINESS ADDRESS: STREET 1: C/O BDT CAPITAL PARTNERS STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (312) 660-7300 MAIL ADDRESS: STREET 1: C/O BDT CAPITAL PARTNERS STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3100 CITY: CHICAGO STATE: IL ZIP: 60611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Weber Inc. CENTRAL INDEX KEY: 0001857951 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1415 S. ROSELLE ROA CITY: PALATINE, STATE: IL ZIP: 60067 BUSINESS PHONE: 847-934-5700 MAIL ADDRESS: STREET 1: 1415 S. ROSELLE ROA CITY: PALATINE, STATE: IL ZIP: 60067 4 1 dp186902_4-pool.xml FORM 4 X0306 4 2023-01-06 0 0001857951 Weber Inc. WEBR 0001878006 Weber-Stephen Management Pool LLC 1415 S. ROSELLE ROAD PALATINE IL 60067 0 0 1 0 Class B Common Stock 2023-01-06 4 C 0 160942 A 7808317 D Class B Common Stock 2023-01-09 4 C 0 489668 A 8297985 D Profits Units in Weber HoldCo LLC 5.79 2023-01-06 4 C 0 448848.93 D Class A Common Stock 448848.93 707791.60 D Profits Units in Weber HoldCo LLC 7.50 2023-01-06 4 C 0 448848.93 D Class A Common Stock 448848.93 707791.60 D LLC Units in Weber HoldCo LLC 0 2023-01-06 4 C 0 160942 A Class A Common Stock 160942 7808317 D Profits Units in Weber HoldCo LLC 5.80 2023-01-09 4 C 0 1381064.93 D Class A Common Stock 1381064.93 0 D Profits Units in Weber HoldCo LLC 7.52 2023-01-09 4 C 0 1381064.93 D Class A Common Stock 1381064.93 0 D LLC Units in Weber HoldCo LLC 0 2023-01-09 4 C 0 489668 A Class A Common Stock 489668 8297985 D Reflects the issuance of shares of Class B common stock of the issuer ("Class B Common Stock") (and a corresponding number of common units of Weber HoldCo LLC ("LLC Units")) to the reporting person upon the conversion of Profits Units (as defined below) based on the intrinsic or spread value of the Profits Units at the time of conversion. Reflects shares of Class B Common Stock and LLC Units which the reporting person holds on behalf of individuals who hold corresponding units in the reporting person (each a "Management Holder"). The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the applicable Management Holder at such Management Holder's election, in which case such Management Holder may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A common stock of the issuer ("Class A Common Stock") on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The LLC Units do not expire. The reporting person has voting and dispositive power over securities held by it, which power is exercised by action of the three managers of the reporting person. Each manager has one vote, and the approval of a majority of the managers is required to approve an action. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein. Reflects profits units in Weber HoldCo LLC (the "Profits Units") which the reporting person holds on behalf of Management Holders. Generally, the Profits Units vest based on the continued service of the applicable Management Holder who holds corresponding units in the reporting person. The Profits Units are convertible, at the applicable Management Holder's election, into LLC Units based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock would be issued to Weber HoldCo LLC). Any Profits Units that have not been converted into LLC Units may be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the applicable Management Holder's termination of employment. /s/ Erik Chalut as Attorney-in-Fact for Weber-Stephen Management Pool LLC 2023-01-10