0001628280-25-059041.txt : 20251229 0001628280-25-059041.hdr.sgml : 20251229 20251229171437 ACCESSION NUMBER: 0001628280-25-059041 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20251228 FILED AS OF DATE: 20251229 DATE AS OF CHANGE: 20251229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spellmeyer Jacob Virgil CENTRAL INDEX KEY: 0002077876 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42844 FILM NUMBER: 251610129 MAIL ADDRESS: STREET 1: C/O BLACK ROCK COFFEE BAR, INC. STREET 2: 9170 E. BAHIA DRIVE, SUITE 101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Black Rock Coffee Bar, Inc. CENTRAL INDEX KEY: 0002068577 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] ORGANIZATION NAME: 07 Trade & Services EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9170 E. BAHLA DRIVE, SUITE 101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: (458) 256-9668 MAIL ADDRESS: STREET 1: 9170 E. BAHLA DRIVE, SUITE 101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 4 1 wk-form4_1767046474.xml FORM 4 X0508 4 2025-12-28 0 0002068577 Black Rock Coffee Bar, Inc. BRCB 0002077876 Spellmeyer Jacob Virgil C/O BLACK ROCK COFFEE BAR, INC. 9170 E. BAHIA DRIVE, SUITE 101 SCOTTSDALE AZ 85260 1 0 1 0 0 LLC Units 2025-12-28 5 G 0 E 99062 0 A Class A Common Stock 99062 99062 D Class C Common Stock 2025-12-28 5 G 0 E 99062 0 A Class A Common Stock 99062 99062 D LLC Units 2025-12-28 4 G 0 99062 0 D Class A Common Stock 99062 0 D Class C Common Stock 2025-12-28 4 G 0 99062 0 D Class A Common Stock 99062 0 D LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") and an equal number of shares of Class C common stock ("Class C Common Stock") of the Issuer. Holders may elect to have Black Rock OpCo redeem their LLC Units at any time for either shares of Class A common stock ("Class A Common Stock") on a one-for-one basis or, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), a corresponding amount of cash, in either case, contributed to Black Rock OpCo by the Issuer, unless the Issuer elects, in its sole discretion (determined solely by the Issuer's independent directors who are disinterested), to effect such transaction as a direct exchange with the relevant holder. Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled. On December 28, 2025, the Reporting Person received 99,062 LLC Units and 99,062 shares of Class C Common Stock pursuant to a distribution to the Reporting Person as beneficiary of the Jacob V. Spellmeyer 2021 Irrevocable Trust. The Class C Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis; provided that, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), the Issuer may effect such exchange for a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Unit so redeemed. Each outstanding share of Class C Common Stock will automatically convert into one share of the Issuer's Class B common stock upon the earlier of (i) September 15, 2035 and (ii) with respect to the Reporting Person, the date on which the aggregate number of shares of Class C Common Stock held by the Reporting Person or certain of his affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by the Reporting Person and certain of his affiliates as of September 15, 2025. On December 28, 2025, the Reporting Person gifted 99,062 LLC Units and 99,062 shares of Class C Common Stock (which shares automatically converted to shares of Class B Common Stock) to NCF Charitable Assets Trust, a donor advised fund. These shares remain subject to a Lock-Up Agreement for a period of 180 days after the date of the final prospectus relating to the public offering of the Issuer's Class A Common Stock (the "IPO"), as required pursuant to a Lock-Up Agreement the Reporting Person entered into with the underwriters in connection with the IPO. The Reporting Person does not have a pecuniary interest in the securities held by NCF Charitable Assets Trust. /s/ Sam Seiberling, Attorney in Fact for Jacob Spellmeyer 2025-12-29