4//SEC Filing
MAD Private Family Trust Co LLC 4
Accession 0000950157-23-000161
CIK 0001857951other
Filed
Feb 22, 7:00 PM ET
Accepted
Feb 23, 9:01 PM ET
Size
11.2 KB
Accession
0000950157-23-000161
Insider Transaction Report
Form 4
Weber Inc.WEBR
MAD Private Family Trust Co LLC
10% Owner
Transactions
- Other
Class B Common Stock
2023-02-21−14,171,312→ 0 total(indirect: By Trust) - Disposition to Issuer
Class A Common Stock
2023-02-21$8.05/sh−2,581,126$20,778,064→ 0 total(indirect: By Trust) - Other
LLC Units of Weber HoldCo LLC
2023-02-21−14,171,312→ 0 total(indirect: By Trust)→ Class A Shares (14,171,312 underlying)
Footnotes (4)
- [F1]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").
- [F2]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.
- [F3]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).
- [F4]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.
Documents
Issuer
Weber Inc.
CIK 0001857951
Entity typeother
IncorporatedFL
Related Parties
1- filerCIK 0001877783
Filing Metadata
- Form type
- 4
- Filed
- Feb 22, 7:00 PM ET
- Accepted
- Feb 23, 9:01 PM ET
- Size
- 11.2 KB