3//SEC Filing
Mainsail Partners III, L.P. 3
Accession 0000899243-21-037343
CIK 0001866757other
Filed
Sep 22, 8:00 PM ET
Accepted
Sep 23, 5:01 PM ET
Size
13.6 KB
Accession
0000899243-21-037343
Insider Transaction Report
Form 3
MAINSAIL GP III, LLC
10% Owner
Holdings
- 32,435,595(indirect: See footnote)
Class B Common Stock
- (indirect: See footnote)
LLC Units
→ Class A Common Stock (32,435,595 underlying)
Mainsail Partners III, L.P.
10% Owner
Holdings
- 32,435,595(indirect: See footnote)
Class B Common Stock
- (indirect: See footnote)
LLC Units
→ Class A Common Stock (32,435,595 underlying)
Mainsail Co-Investors III, L.P.
10% Owner
Holdings
- 32,435,595(indirect: See footnote)
Class B Common Stock
- (indirect: See footnote)
LLC Units
→ Class A Common Stock (32,435,595 underlying)
MAINSAIL MANAGEMENT COMPANY, LLC
10% Owner
Holdings
- (indirect: See footnote)
LLC Units
→ Class A Common Stock (32,435,595 underlying) - 32,435,595(indirect: See footnote)
Class B Common Stock
MAINSAIL INCENTIVE PROGRAM, LLC
10% Owner
Holdings
- 32,435,595(indirect: See footnote)
Class B Common Stock
- (indirect: See footnote)
LLC Units
→ Class A Common Stock (32,435,595 underlying)
Footnotes (2)
- [F1]Consists of (i) 31,672,405 shares Class B common stock (and associated common units in Brilliant Earth LLC ("LLC Units")) held by Mainsail Partners III, L.P. ("MP III"), (ii) 62,963 shares of Class B common stock (and associate LLC Units) held by Mainsail Incentive Program, LLC ("MIP"), and (iii) 700,227 shares of Class B common stock (and associated LLC Units) held by Mainsail Co-Investors III, L.P. ("MCOI"). Shares of Class B common stock of the Issuer confer no economic rights on the holders thereof. Holders of shares of Class B common stock will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's shares of Class A common stock. Upon exchange of LLC Units that are held by the reporting persons and reported in Table II hereof, an equal number of shares of Class B common stock will be delivered to the Issuer and cancelled for no consideration. LLC Units do not expire.
- [F2]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 Gavin Turner 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 Gavin Turner is sole Manager of MMC. Mr. Turner has separately reported the securities held by each of the foregoing on his Form 3 filed in his capacity as a director of the Issuer. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
Documents
Issuer
Brilliant Earth Group, Inc.
CIK 0001866757
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001543760
Filing Metadata
- Form type
- 3
- Filed
- Sep 22, 8:00 PM ET
- Accepted
- Sep 23, 5:01 PM ET
- Size
- 13.6 KB