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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* MAD Private Family Trust Co LLC (Last) (First) (Middle) 8805 TAMIAMI TRAIL N STE 356 (Street) NAPLES FL 34108 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/21/2023
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/21/2023		D(1)		2,581,126(2)	D	$8.05	0	I	Through MAD Family Trusts
Class B Common Stock	02/21/2023		J(1)		14,171,312	D	(4)	0	I	Through MAD Family Trusts(3)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units of Weber HoldCo LLC	(1)(3)	02/21/2023		J			14,171,312	(1)(4)	(1)(4)	Class A Shares	14,171,312	(4)	0	I	Through MAD Family Trusts(3)(4)

Explanation of Responses:

1. 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").

2. 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.

3. 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).

4. 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	02/23/2023
	** 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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