TSG7 A AIV VI Holdings-A, L.P. 4
4 · Dutch Bros Inc. · Filed Dec 20, 2023
Insider Transaction Report
Form 4
Dutch Bros Inc.BROS
TSG7 A Management LLC
10% Owner
Transactions
- Other
Class C Common Stock
[F1][F2][F3]2023-12-18−915,863→ 31,752,346 total(indirect: By LLC) - Conversion
Class A Common Stock
[F1][F2][F3]2023-12-18+915,863→ 933,913 total(indirect: By LLC) - Sale
Class A Common Stock
[F2][F3]2023-12-18$29.34/sh−915,863$26,871,420→ 18,050 total(indirect: By LLC) - Other
Class C Common Stock
[F4][F2][F3]2023-12-18−50,547→ 31,701,799 total(indirect: By LLC) - Other
Class C Common Stock
[F1][F2][F3]2023-12-18−53,035→ 2,159,388 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class A Common Stock
[F1][F2][F3]2023-12-18+53,035→ 53,035 total(indirect: By TSG7 A AIV VI, L.P.) - Sale
Class A Common Stock
[F2][F3]2023-12-18$29.34/sh−53,035$1,556,047→ 0 total(indirect: By TSG7 A AIV VI, L.P.) - Other
Class C Common Stock
[F5][F2][F3]2023-12-18−11,125→ 2,148,263 total(indirect: By TSG7 A AIV VI, L.P.) - Conversion
Class A Common Stock
[F6][F2][F3]2023-12-18+250,721→ 250,721 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Sale
Class A Common Stock
[F2][F3]2023-12-18$29.34/sh−250,721$7,356,154→ 0 total(indirect: TSG7 A AIV VI Holdings-A, L.P.) - Conversion
Class A Common Stock
[F6][F2][F3]2023-12-18+74,307→ 74,307 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Sale
Class A Common Stock
[F2][F3]2023-12-18$29.34/sh−74,307$2,180,167→ 0 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.) - Conversion
Class A Common LLC Units
[F7][F1][F2][F3]2023-12-18−915,863→ 31,752,346 total(indirect: By LLC)→ Class A Common Stock (915,863 underlying) - Other
Class A Common LLC Units
[F7][F4][F2][F3]2023-12-18−50,547→ 31,701,799 total(indirect: By LLC)→ Class A Common Stock (50,547 underlying) - Conversion
Class A Common LLC Units
[F7][F1][F2][F3]2023-12-18−53,035→ 2,159,388 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (53,035 underlying) - Other
Class A Common LLC Units
[F7][F5][F2][F3]2023-12-18−11,125→ 2,148,263 total(indirect: By TSG7 A AIV VI, L.P.)→ Class A Common Stock (11,125 underlying) - Conversion
Class D Common Stock
[F8][F6][F2][F3]2023-12-18−250,721→ 8,195,380 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (250,721 underlying) - Other
Class D Common Stock
[F8][F9][F2][F3]2023-12-18−415→ 8,194,965 total(indirect: By TSG7 A AIV VI Holdings-A, L.P.)→ Class A Common Stock (415 underlying) - Conversion
Class D Common Stock
[F8][F6][F2][F3]2023-12-18−74,307→ 2,438,497 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (74,307 underlying) - Other
Class D Common Stock
[F8][F10][F2][F3]2023-12-18−28→ 2,438,469 total(indirect: By DG Coinvestor Blocker Aggregator, L.P.)→ Class A Common Stock (28 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. 50,547 Class C Shares and 50,547 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. 11,125 Class C Shares and 11,125 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. 415 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.