0000950103-23-002883.txt : 20230223 0000950103-23-002883.hdr.sgml : 20230223 20230223211402 ACCESSION NUMBER: 0000950103-23-002883 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230221 FILED AS OF DATE: 20230223 DATE AS OF CHANGE: 20230223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McCourt Martin CENTRAL INDEX KEY: 0001872392 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40702 FILM NUMBER: 23662069 MAIL ADDRESS: STREET 1: 1415 S. ROSELLE ROAD CITY: PALATINE, STATE: IL ZIP: 60067 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 dp189291_4-mccourt.xml FORM 4 X0306 4 2023-02-21 1 0001857951 Weber Inc. WEBR 0001872392 McCourt Martin 1415 S. ROSELLE ROAD PALATINE, IL 60067 1 0 0 0 Class A Common Stock 2023-02-21 4 J 0 6250 8.05 D 11292 D Class A Common Stock 2023-02-21 4 J 0 11292 8.05 D 0 D Class B Common Stock 2023-02-21 4 J 0 84222 D 0 I See footnote LLC Units in Weber HoldCo LLC 0 2023-02-21 4 J 0 84222 D Class A Common Stock 40346 0 I See footnote 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"). Reflects shares of Class A common stock of the issuer ("Class A Common Stock") that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive the Merger consideration. Represents shares of Class A Common Stock pursuant to awards of restricted stock units ("RSUs") granted to the reporting person. Pursuant to the Merger Agreement and in connection with the consummation of the Merger, shares of Class A Common Stock underlying RSUs were automatically accelerated and canceled and converted into the right to receive the Merger consideration. Reflects shares of Class B common stock of the issuer ("Class B Common Stock") and common units of Weber HoldCo LLC ("LLC Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding common units of Weber-Stephen Management Pool LLC ("Management Pool LLC"). The Class B Common Stock (and a corresponding number of LLC Units) may be distributed to the reporting person at the reporting person's election, in which case the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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. 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. /s/ Erik Chalut as Attorney-in-Fact for Martin McCourt 2023-02-23