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