0000950170-23-072384.txt : 20231221 0000950170-23-072384.hdr.sgml : 20231221 20231221204752 ACCESSION NUMBER: 0000950170-23-072384 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231219 FILED AS OF DATE: 20231221 DATE AS OF CHANGE: 20231221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TURNER GAVIN CENTRAL INDEX KEY: 0001883427 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40836 FILM NUMBER: 231506950 MAIL ADDRESS: STREET 1: 500 WEST 5TH STREET, SUITE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Brilliant Earth Group, Inc. CENTRAL INDEX KEY: 0001866757 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, SILVERWARE & PLATED WARE [3910] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 871015499 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 GRANT AVENUE STREET 2: 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: (415) 918-5551 MAIL ADDRESS: STREET 1: 300 GRANT AVENUE STREET 2: 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 4 1 ownership.xml 4 X0508 4 2023-12-19 0001866757 Brilliant Earth Group, Inc. BRLT 0001883427 TURNER GAVIN C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN TX 78701 true false true false true Class B Common Stock 2023-12-19 4 C false 15133 D 31950638 I See footnotes Class A Common Stock 2023-12-19 4 C false 15133 A 15133 I See footnote Class A Common Stock 2023-12-19 4 S false 15133 3.5058 D 0 I See footnote Class B Common Stock 2023-12-21 4 C false 8233 D 31942405 I See footnotes Class A Common Stock 2023-12-21 4 C false 8233 A 8233 I See footnote Class A Common Stock 2023-12-21 4 S false 8233 3.5125 D 0 I See footnote LLC Units 2023-12-19 4 C false 15133 D Class A Common Stock 15133 31950638 I See footnotes LLC Units 2023-12-21 4 C false 8233 D Class A Common Stock 8233 31942405 I See footnotes Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock exchanged for shares of Class A common stock including (i) 14,777 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 29 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 327 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI"). LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the reporting person prior to the Issuer's initial public offering, do not expire. Consists of (i) 31,198,859 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 62,022 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,757 shares of Class B common stock (and associated LLC Units) held by MCOI. Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with the reporting person possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP, and the reporting person is the sole Manager of MMC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein. This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting person during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.50 to $3.58, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected. Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,039 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 16 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 178 LLC Units and shares of Class B common stock exchanged by MCOI. Consists of (i) 31,190,820 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 62,006 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,579 shares of Class B common stock (and associated LLC Units) held by MCOI. This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting person during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.47 to $3.55, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected. /s/ Gavin Turner 2023-12-21