4//SEC Filing
TSG7 A AIV VI Holdings-A, L.P. 4
Accession 0000950170-23-064962
CIK 0001866581other
Filed
Nov 16, 7:00 PM ET
Accepted
Nov 17, 8:29 PM ET
Size
51.3 KB
Accession
0000950170-23-064962
Insider Transaction Report
Form 4
Dutch Bros Inc.BROS
TSG7 A AIV VI Holdings-A, L.P.
10% Owner
Transactions
- Sale
Class A Common Stock
2023-11-15$28.16/sh−1,093,666$30,797,635→ 0 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Conversion
Class A Common LLC Units
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC)→ Class A Common Stock (3,992,824 underlying) - Other
Class A Common LLC Units
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (48,408 underlying) - Conversion
Class D Common Stock
2023-11-15−323,884→ 2,512,927 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (323,884 underlying) - Sale
Class A Common Stock
2023-11-15$28.16/sh−3,992,824$112,437,924→ 18,050 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class A Common Stock
2023-11-15+1,093,666→ 1,093,666 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−230,778$6,498,708→ 0 total(indirect: By TSG7 A AIV VI, L.P.) - Other
Class A Common LLC Units
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC)→ Class A Common Stock (219,510 underlying) - Conversion
Class D Common Stock
2023-11-15−1,093,666→ 8,447,554 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,093,666 underlying) - Other
Class D Common Stock
2023-11-15−123→ 2,512,804 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (123 underlying) - Other
Class C Common Stock
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC) - Conversion
Class A Common Stock
2023-11-15+230,778→ 230,778 total(indirect: By TSG7 A AIV VI, L.P.) - Other
Class D Common Stock
2023-11-15−1,453→ 8,446,101 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,453 underlying) - Other
Class C Common Stock
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC) - Sale
Class A Common Stock
2023-11-15$28.16/sh−323,884$9,120,573→ 0 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Conversion
Class A Common LLC Units
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (230,778 underlying) - Conversion
Class A Common Stock
2023-11-15+3,992,824→ 4,010,874 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class A Common Stock
2023-11-15+323,884→ 323,884 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)
Transactions
- Conversion
Class A Common Stock
2023-11-15+3,992,824→ 4,010,874 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC) - Sale
Class A Common Stock
2023-11-15$28.16/sh−3,992,824$112,437,924→ 18,050 total(indirect: By LLC) - Conversion
Class A Common Stock
2023-11-15+230,778→ 230,778 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class A Common Stock
2023-11-15+1,093,666→ 1,093,666 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−1,093,666$30,797,635→ 0 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Conversion
Class A Common LLC Units
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC)→ Class A Common Stock (3,992,824 underlying) - Conversion
Class A Common Stock
2023-11-15+323,884→ 323,884 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−323,884$9,120,573→ 0 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Other
Class A Common LLC Units
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC)→ Class A Common Stock (219,510 underlying) - Other
Class A Common LLC Units
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (48,408 underlying) - Other
Class D Common Stock
2023-11-15−123→ 2,512,804 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (123 underlying) - Conversion
Class A Common LLC Units
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (230,778 underlying) - Conversion
Class D Common Stock
2023-11-15−1,093,666→ 8,447,554 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,093,666 underlying) - Other
Class C Common Stock
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−230,778$6,498,708→ 0 total(indirect: By TSG7 A AIV VI, L.P.) - Other
Class C Common Stock
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.) - Other
Class D Common Stock
2023-11-15−1,453→ 8,446,101 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,453 underlying) - Conversion
Class D Common Stock
2023-11-15−323,884→ 2,512,927 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (323,884 underlying)
TSG7 A Management LLC
10% Owner
Transactions
- Other
Class A Common LLC Units
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC)→ Class A Common Stock (219,510 underlying) - Conversion
Class D Common Stock
2023-11-15−1,093,666→ 8,447,554 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,093,666 underlying) - Conversion
Class D Common Stock
2023-11-15−323,884→ 2,512,927 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (323,884 underlying) - Other
Class D Common Stock
2023-11-15−1,453→ 8,446,101 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,453 underlying) - Other
Class D Common Stock
2023-11-15−123→ 2,512,804 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (123 underlying) - Conversion
Class A Common Stock
2023-11-15+323,884→ 323,884 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Conversion
Class A Common LLC Units
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC)→ Class A Common Stock (3,992,824 underlying) - Other
Class C Common Stock
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC) - Conversion
Class A Common Stock
2023-11-15+3,992,824→ 4,010,874 total(indirect: By LLC) - Sale
Class A Common Stock
2023-11-15$28.16/sh−3,992,824$112,437,924→ 18,050 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−230,778$6,498,708→ 0 total(indirect: By TSG7 A AIV VI, L.P.) - Other
Class C Common Stock
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class A Common Stock
2023-11-15+1,093,666→ 1,093,666 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−1,093,666$30,797,635→ 0 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−323,884$9,120,573→ 0 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Conversion
Class A Common Stock
2023-11-15+230,778→ 230,778 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class A Common LLC Units
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (230,778 underlying) - Other
Class A Common LLC Units
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (48,408 underlying)
TSG7 A AIV VI, L.P.
10% Owner
Transactions
- Other
Class D Common Stock
2023-11-15−1,453→ 8,446,101 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,453 underlying) - Other
Class A Common LLC Units
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (48,408 underlying) - Conversion
Class D Common Stock
2023-11-15−1,093,666→ 8,447,554 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,093,666 underlying) - Sale
Class A Common Stock
2023-11-15$28.16/sh−3,992,824$112,437,924→ 18,050 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class A Common Stock
2023-11-15+230,778→ 230,778 total(indirect: By TSG7 A AIV VI, L.P.) - Other
Class C Common Stock
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class D Common Stock
2023-11-15−323,884→ 2,512,927 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (323,884 underlying) - Other
Class C Common Stock
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC) - Conversion
Class A Common Stock
2023-11-15+3,992,824→ 4,010,874 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC) - Sale
Class A Common Stock
2023-11-15$28.16/sh−230,778$6,498,708→ 0 total(indirect: By TSG7 A AIV VI, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−1,093,666$30,797,635→ 0 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Conversion
Class A Common Stock
2023-11-15+323,884→ 323,884 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Other
Class A Common LLC Units
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC)→ Class A Common Stock (219,510 underlying) - Conversion
Class A Common LLC Units
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC)→ Class A Common Stock (3,992,824 underlying) - Conversion
Class A Common LLC Units
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (230,778 underlying) - Conversion
Class A Common Stock
2023-11-15+1,093,666→ 1,093,666 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−323,884$9,120,573→ 0 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Other
Class D Common Stock
2023-11-15−123→ 2,512,804 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (123 underlying)
Dutch Holdings LLC
10% Owner
Transactions
- Other
Class C Common Stock
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class A Common Stock
2023-11-15+323,884→ 323,884 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Other
Class A Common LLC Units
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC)→ Class A Common Stock (219,510 underlying) - Conversion
Class D Common Stock
2023-11-15−1,093,666→ 8,447,554 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,093,666 underlying) - Conversion
Class D Common Stock
2023-11-15−323,884→ 2,512,927 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (323,884 underlying) - Conversion
Class A Common Stock
2023-11-15+1,093,666→ 1,093,666 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Conversion
Class A Common Stock
2023-11-15+3,992,824→ 4,010,874 total(indirect: By LLC) - Sale
Class A Common Stock
2023-11-15$28.16/sh−230,778$6,498,708→ 0 total(indirect: By TSG7 A AIV VI, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−3,992,824$112,437,924→ 18,050 total(indirect: By LLC) - Other
Class C Common Stock
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.) - Sale
Class A Common Stock
2023-11-15$28.16/sh−1,093,666$30,797,635→ 0 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Conversion
Class A Common LLC Units
2023-11-15−230,778→ 2,260,831 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (230,778 underlying) - Other
Class D Common Stock
2023-11-15−1,453→ 8,446,101 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (1,453 underlying) - Other
Class D Common Stock
2023-11-15−123→ 2,512,804 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (123 underlying) - Other
Class C Common Stock
2023-11-15−219,510→ 32,668,209 total(indirect: By LLC) - Conversion
Class A Common Stock
2023-11-15+230,778→ 230,778 total(indirect: By TSG7 A AIV VI, L.P.) - Other
Class A Common LLC Units
2023-11-15−48,408→ 2,212,423 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (48,408 underlying) - Sale
Class A Common Stock
2023-11-15$28.16/sh−323,884$9,120,573→ 0 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Conversion
Class A Common LLC Units
2023-11-15−3,992,824→ 32,887,719 total(indirect: By LLC)→ Class A Common Stock (3,992,824 underlying)
Footnotes (10)
- [F1]Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.
- [F10]Represents a pro rata distribution in kind of Class D Common Stock.
- [F2]TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.
- [F3](Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners.
- [F4]Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 219,510 Class C Shares and 219,510 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
- [F5]Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 48,408 Class C Shares and 48,408 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
- [F6]Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.
- [F7]Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled.
- [F8]The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.
- [F9]Represents a pro rata distribution in kind of Class D Common Stock. 1,453 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Documents
Issuer
Dutch Bros Inc.
CIK 0001866581
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001882775
Filing Metadata
- Form type
- 4
- Filed
- Nov 16, 7:00 PM ET
- Accepted
- Nov 17, 8:29 PM ET
- Size
- 51.3 KB