0000950157-23-000161.txt : 20230223 0000950157-23-000161.hdr.sgml : 20230223 20230223210135 ACCESSION NUMBER: 0000950157-23-000161 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: MAD Private Family Trust Co LLC CENTRAL INDEX KEY: 0001877783 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40702 FILM NUMBER: 23662034 BUSINESS ADDRESS: STREET 1: 8805 TAMIAMI TRAIL N STE 356 CITY: NAPLES STATE: FL ZIP: 34108 BUSINESS PHONE: 312-609-1100 MAIL ADDRESS: STREET 1: 8805 TAMIAMI TRAIL N STE 356 CITY: NAPLES STATE: FL ZIP: 34108 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 form4.xml X0306 4 2023-02-21 true 0001857951 Weber Inc. WEBR 0001877783 MAD Private Family Trust Co LLC 8805 TAMIAMI TRAIL N STE 356 NAPLES FL 34108 true Class A Common Stock 2023-02-21 4 D 0 2581126 8.05 D 0 I Through MAD Family Trusts Class B Common Stock 2023-02-21 4 J 0 14171312 D 0 I Through MAD Family Trusts LLC Units of Weber HoldCo LLC 2023-02-21 4 J 0 14171312 D Class A Shares 14171312 0 I Through MAD Family Trusts 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, each share of Class A common stock of the Issuer (a "Class A Share") (other than Class A Shares held by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC and certain other Class A Shares canceled for no consideration pursuant to the Merger Agreement) was automatically canceled and converted into the right to receive $8.05. Reflects shares of Class B common stock of the Issuer (each, a "Class B Share") and common units of Weber HoldCo LLC (the "LLC Units") held indirectly by trusts (the "MAD Family Trusts") for which MAD Private Family Trust Company LLC holds voting and dispositive power. MAD Private Family Trust Company LLC exercises such voting and dispositive power through the action of an investment committee consisting of three members. Each member has one vote, and the approval of a majority of such members 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. Prior to the consummation of the Merger, holders of LLC Units had the right to require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A Shares on a one-for-one basis (at which time, a corresponding number of Class B Shares would also be cancelled on a one-for-one basis). Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each Class B Share outstanding immediately prior to the effective time of the Merger (other than certain Class B Shares canceled for no consideration pursuant to the Merger Agreement) was converted into an identical number of newly issued shares of Class B common stock of the surviving corporation. The LLC Units are no longer redeemable for the Class A Shares and are instead redeemable for the Class A common stock of the surviving corporation. /s/ Richard D. Chapman as President of MAD Private Family Trust Company LLC 2023-02-23