4//SEC Filing
Mainsail Partners III, L.P. 4
Accession 0000950170-23-072390
CIK 0001866757other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 8:54 PM ET
Size
28.8 KB
Accession
0000950170-23-072390
Insider Transaction Report
Form 4
MAINSAIL GP III, LLC
10% Owner
Transactions
- Sale
Class A Common Stock
2023-12-21$3.51/sh−8,233$28,918→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes)→ Class A Common Stock (8,233 underlying) - Conversion
Class B Common Stock
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes) - Sale
Class A Common Stock
2023-12-19$3.51/sh−15,133$53,053→ 0 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes) - Conversion
Class A Common Stock
2023-12-21+8,233→ 8,233 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-19+15,133→ 15,133 total(indirect: See footnote) - Conversion
LLC Units
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes)→ Class A Common Stock (15,133 underlying)
Mainsail Partners III, L.P.
10% Owner
Transactions
- Sale
Class A Common Stock
2023-12-19$3.51/sh−15,133$53,053→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-19+15,133→ 15,133 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes) - Conversion
Class B Common Stock
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes) - Conversion
LLC Units
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes)→ Class A Common Stock (8,233 underlying) - Conversion
Class A Common Stock
2023-12-21+8,233→ 8,233 total(indirect: See footnote) - Conversion
LLC Units
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes)→ Class A Common Stock (15,133 underlying) - Sale
Class A Common Stock
2023-12-21$3.51/sh−8,233$28,918→ 0 total(indirect: See footnote)
Mainsail Co-Investors III, L.P.
10% Owner
Transactions
- Sale
Class A Common Stock
2023-12-19$3.51/sh−15,133$53,053→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-21+8,233→ 8,233 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-21$3.51/sh−8,233$28,918→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes)→ Class A Common Stock (8,233 underlying) - Conversion
Class A Common Stock
2023-12-19+15,133→ 15,133 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes) - Conversion
Class B Common Stock
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes) - Conversion
LLC Units
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes)→ Class A Common Stock (15,133 underlying)
MAINSAIL INCENTIVE PROGRAM, LLC
10% Owner
Transactions
- Conversion
Class B Common Stock
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes) - Conversion
LLC Units
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes)→ Class A Common Stock (15,133 underlying) - Conversion
Class B Common Stock
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes) - Sale
Class A Common Stock
2023-12-19$3.51/sh−15,133$53,053→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-19+15,133→ 15,133 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-21+8,233→ 8,233 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-21$3.51/sh−8,233$28,918→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes)→ Class A Common Stock (8,233 underlying)
MAINSAIL MANAGEMENT COMPANY, LLC
10% Owner
Transactions
- Conversion
Class B Common Stock
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes) - Sale
Class A Common Stock
2023-12-19$3.51/sh−15,133$53,053→ 0 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes) - Conversion
Class A Common Stock
2023-12-21+8,233→ 8,233 total(indirect: See footnote) - Conversion
LLC Units
2023-12-21−8,233→ 31,942,405 total(indirect: See footnotes)→ Class A Common Stock (8,233 underlying) - Conversion
LLC Units
2023-12-19−15,133→ 31,950,638 total(indirect: See footnotes)→ Class A Common Stock (15,133 underlying) - Conversion
Class A Common Stock
2023-12-19+15,133→ 15,133 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-21$3.51/sh−8,233$28,918→ 0 total(indirect: See footnote)
Footnotes (8)
- [F1]Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock exchanged for shares of Class A common stock including (i) 14,777 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 29 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 327 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI").
- [F2]LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the reporting persons prior to the Issuer's initial public offering, do not expire.
- [F3]Consists of (i) 31,198,859 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 62,022 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,757 shares of Class B common stock (and associated LLC Units) held by MCOI.
- [F4]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 the sole Manager of MMC. Mr. Turner has separately reported the transactions and reported securities reflected in this statement. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
- [F5]This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.50 to $3.58, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.
- [F6]Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,039 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 16 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 178 LLC Units and shares of Class B common stock exchanged by MCOI.
- [F7]Consists of (i) 31,190,820 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 62,006 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,579 shares of Class B common stock (and associated LLC Units) held by MCOI.
- [F8]This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.47 to $3.55, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.
Documents
Issuer
Brilliant Earth Group, Inc.
CIK 0001866757
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001543760
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 8:54 PM ET
- Size
- 28.8 KB