SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Horton William J

(Last)

(First)

(Middle)

1415 S. ROSELLE ROAD

(Street)

PALATINE

60067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Weber Inc. [ WEBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	01/06/2023		C⁽¹⁾⁽²⁾⁽³⁾		160,942	A	⁽¹⁾⁽²⁾⁽³⁾	160,942	I	See footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Profits Units in Weber HoldCo LLC	$5.79⁽⁴⁾⁽⁵⁾⁽³⁾	01/06/2023		C			448,848.93	⁽⁴⁾⁽⁵⁾⁽³⁾	⁽⁴⁾⁽⁵⁾⁽³⁾	Class A Common Stock	448,848.93	⁽⁴⁾⁽⁵⁾⁽³⁾	224,424.47	I	See footnotes⁽⁴⁾⁽⁵⁾⁽³⁾
Profits Units in Weber HoldCo LLC	$7.5⁽⁴⁾⁽⁵⁾⁽³⁾	01/06/2023		C			448,848.93	⁽⁴⁾⁽⁵⁾⁽³⁾	⁽⁴⁾⁽⁵⁾⁽³⁾	Class A Common Stock	448,848.93	⁽⁴⁾⁽⁵⁾⁽³⁾	224,424.47	I	See footnotes⁽⁴⁾⁽⁵⁾⁽³⁾
LLC Units in Weber HoldCo LLC	$0⁽¹⁾⁽²⁾⁽³⁾	01/06/2023		C		160,942		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	160,942	⁽²⁾⁽³⁾	160,942	I	See footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. Reflects the issuance of shares of Class B common stock of the issuer ("Class B Common Stock") (and a corresponding number of common units of Weber HoldCo LLC ("LLC Units")) to Weber-Stephen Management Pool LLC ("Management Pool LLC") upon the conversion of Profits Units (as defined below) based on the intrinsic or spread value of the Profits Units at the time of conversion.

2. Reflects shares of Class B Common Stock and LLC Units in which the reporting person holds an indirect pecuniary interest through ownership of corresponding common units of Management Pool LLC.

3. The LLC Units (and a corresponding number of shares of Class B Common Stock) 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 Class A common stock of the issuer ("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.

4. Reflects profits units in Weber HoldCo LLC (the "Profits Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding profits units of Management Pool LLC. The Profits Units are convertible, at the reporting person's election, 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 Weber HoldCo LLC).

5. Any Profits Units that have not been converted into LLC Units will automatically 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 reporting person's termination of employment.

	/s/ Erik Chalut as Attorney-in-Fact for William J. Horton	01/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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