4//SEC Filing
Kilpatrick Marla Yvonne 4
Accession 0000950103-23-002782
CIK 0001857951other
Filed
Feb 21, 7:00 PM ET
Accepted
Feb 22, 7:40 PM ET
Size
14.2 KB
Accession
0000950103-23-002782
Insider Transaction Report
Form 4
Weber Inc.WEBR
Kilpatrick Marla Yvonne
Global Controller & CAO
Transactions
- Conversion
Class B Common Stock
2023-02-17−25,216→ 0 total(indirect: See footnote) - Conversion
LLC Units in Weber HoldCo LLC
2023-02-17−25,216→ 0 total(indirect: See footnote)→ Class A Common Stock (25,216 underlying) - Conversion
Class A Common Stock
2023-02-17+25,216→ 217,381 total - Other
Class A Common Stock
2023-02-21−179,596→ 0 total - Other
Class A Common Stock
2023-02-21$8.05/sh−37,785$304,169→ 179,596 total
Footnotes (6)
- [F1]Reflects shares of Class B common stock of the issuer ("Class B Common Stock") and common units of Weber HoldCo LLC ("LLC Units") disposed of by the reporting person as part of a Redemption (as defined below).
- [F2]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 Weber-Stephen Management Pool LLC ("Management Pool LLC"). 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 (a "Redemption"). The LLC Units do not expire.
- [F3]Reflects shares of Class A Common Stock received by the reporting person in connection with a Redemption.
- [F4]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").
- [F5]Reflects shares of Class A Common Stock that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive the Merger consideration.
- [F6]Represents shares of Class A Common Stock pursuant to awards of restricted stock units ("RSUs") granted to the reporting person. Pursuant to the Merger Agreement and in connection with the consummation of the Merger, shares of Class A Common Stock underlying RSUs were converted into an identical number of newly issued shares of the surviving corporation.
Documents
Issuer
Weber Inc.
CIK 0001857951
Entity typeother
Related Parties
1- filerCIK 0001872433
Filing Metadata
- Form type
- 4
- Filed
- Feb 21, 7:00 PM ET
- Accepted
- Feb 22, 7:40 PM ET
- Size
- 14.2 KB