0000950103-23-002884.txt : 20230223
0000950103-23-002884.hdr.sgml : 20230223
20230223211449
ACCESSION NUMBER: 0000950103-23-002884
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: Rainko Kelly
CENTRAL INDEX KEY: 0001872799
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40702
FILM NUMBER: 23662071
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
dp189293_4-rainko.xml
FORM 4
X0306
4
2023-02-21
1
0001857951
Weber Inc.
WEBR
0001872799
Rainko Kelly
1415 S. ROSELLE ROAD
PALATINE
IL
60067
1
0
0
0
Class A Common Stock
2023-02-21
4
J
0
151681
8.05
D
0
I
Through Living Trust
Class B Common Stock
2023-02-21
4
J
0
832785
D
0
I
Through Living Trust
LLC Units in Weber HoldCo LLC
0
2023-02-21
4
J
0
832785
D
Class A Common Stock
832785
0
I
Through Living Trust
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.
Reflects shares of Class B common stock of the issuer ("Class B Common Stock") and common units of Weber HoldCo LLC ("LLC Units") held by the reporting person. The reporting person may 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 Kelly Rainko
2023-02-23