0000950103-23-002779.txt : 20230222
0000950103-23-002779.hdr.sgml : 20230222
20230222193728
ACCESSION NUMBER: 0000950103-23-002779
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230217
FILED AS OF DATE: 20230222
DATE AS OF CHANGE: 20230222
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: 23655428
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
dp189290_4-wsmpllc.xml
FORM 4
X0306
4
2023-02-17
1
0001857951
Weber Inc.
WEBR
0001878006
Weber-Stephen Management Pool LLC
1415 S. ROSELLE ROAD
PALATINE
IL
60067
1
0
0
0
Class B Common Stock
2023-02-17
4
J
0
4310215
0
D
4168534
D
Class B Common Stock
2023-02-21
4
J
0
4168534
D
0
D
LLC Units in Weber HoldCo LLC
2023-02-17
4
J
0
4310215
0
D
Class A Common Stock
4310215
4168534
D
LLC Units in Weber HoldCo LLC
2023-02-21
4
J
0
4168534
0
D
Class A Common Stock
4168534
0
D
Profits Units in Weber HoldCo LLC
6.12
2023-02-21
4
J
0
310664
D
Class A Common Stock
310664
0
D
Profits Units in Weber HoldCo LLC
6.13
2023-02-21
4
J
0
361516.7
D
Class A Common Stock
361516.7
0
D
Profits Units in Weber HoldCo LLC
7.91
2023-02-21
4
J
0
310664
D
Class A Common Stock
310664
0
D
Profits Units in Weber HoldCo LLC
7.92
2023-02-21
4
J
0
361516.7
D
Class A Common Stock
361516.7
0
D
Profits Units in Weber HoldCo LLC
8.98
2023-02-21
4
J
0
2083249.17
D
Class A Common Stock
2083249.17
0
D
Profits Units in Weber HoldCo LLC
8.99
2023-02-21
4
J
0
275439.67
D
Class A Common Stock
275439.67
0
D
Profits Units in Weber HoldCo LLC
9.21
2023-02-21
4
J
0
932216.07
D
Class A Common Stock
932216.07
0
D
Profits Units in Weber HoldCo LLC
9.23
2023-02-21
4
J
0
1381064.93
D
Class A Common Stock
1381064.93
0
D
Profits Units in Weber HoldCo LLC
9.67
2023-02-21
4
J
0
137719.83
D
Class A Common Stock
137719.83
0
D
Profits Units in Weber HoldCo LLC
9.70
2023-02-21
4
J
0
310664
D
Class A Common Stock
310664
0
D
Profits Units in Weber HoldCo LLC
9.71
2023-02-21
4
J
0
927217.07
D
Class A Common Stock
927217.07
0
D
Profits Units in Weber HoldCo LLC
10.55
2023-02-21
4
J
0
1041624.59
D
Class A Common Stock
1041624.59
0
D
Reflects a distribution of shares of Class B Common Stock of the issuer (the "Class B Common Stock") and common units of Weber HoldCo LLC (the "LLC Units") held by individuals who hold corresponding units in the reporting person (each a "Management Holder").
On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, underlying shares were converted into an identical number of newly issued shares of the surviving corporation.
Class B Common Stock and LLC Units are distributed to the applicable Management Holder who holds corresponding units in the reporting person at such Management Holder's election, in which case, such Management Holder may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock (the "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.
Reflects profits units in Weber HoldCo LLC (the "Profits Units") held by the reporting person for the benefit 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 election of the relevant Management Holder, 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 the reporting person).
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 relevant Management Holder's termination of employment. The LLC Units do not expire.
/s/ Erik Chalut as Attorney-in-Fact for Weber-Stephen Management Pool LLC
2023-02-22