4//SEC Filing
Mainsail Partners III, L.P. 4
Accession 0000950170-23-073948
CIK 0001866757other
Filed
Dec 28, 7:00 PM ET
Accepted
Dec 29, 7:08 PM ET
Size
37.5 KB
Accession
0000950170-23-073948
Insider Transaction Report
Form 4
MAINSAIL GP III, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2023-12-28+9,191→ 9,191 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-27+24,221→ 24,221 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-29+8,222→ 8,222 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-29$3.46/sh−8,222$28,463→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes)→ Class A Common Stock (8,222 underlying) - Conversion
Class B Common Stock
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes) - Conversion
Class B Common Stock
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes) - Sale
Class A Common Stock
2023-12-27$3.50/sh−24,221$84,783→ 0 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-28$3.52/sh−9,191$32,362→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes)→ Class A Common Stock (24,221 underlying) - Conversion
Class B Common Stock
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes) - Conversion
LLC Units
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes)→ Class A Common Stock (9,191 underlying)
MAINSAIL INCENTIVE PROGRAM, LLC
10% Owner
Transactions
- Conversion
Class B Common Stock
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes) - Sale
Class A Common Stock
2023-12-28$3.52/sh−9,191$32,362→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-29+8,222→ 8,222 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-29$3.46/sh−8,222$28,463→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes)→ Class A Common Stock (24,221 underlying) - Conversion
LLC Units
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes)→ Class A Common Stock (9,191 underlying) - Conversion
Class A Common Stock
2023-12-28+9,191→ 9,191 total(indirect: See footnote) - Conversion
LLC Units
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes)→ Class A Common Stock (8,222 underlying) - Sale
Class A Common Stock
2023-12-27$3.50/sh−24,221$84,783→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-27+24,221→ 24,221 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes) - Conversion
Class B Common Stock
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes)
Mainsail Partners III, L.P.
10% Owner
Transactions
- Conversion
Class B Common Stock
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes) - Conversion
Class A Common Stock
2023-12-29+8,222→ 8,222 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-27+24,221→ 24,221 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-27$3.50/sh−24,221$84,783→ 0 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes) - Conversion
Class A Common Stock
2023-12-28+9,191→ 9,191 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-28$3.52/sh−9,191$32,362→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes)→ Class A Common Stock (24,221 underlying) - Conversion
Class B Common Stock
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes) - Sale
Class A Common Stock
2023-12-29$3.46/sh−8,222$28,463→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes)→ Class A Common Stock (9,191 underlying) - Conversion
LLC Units
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes)→ Class A Common Stock (8,222 underlying)
Mainsail Co-Investors III, L.P.
10% Owner
Transactions
- Sale
Class A Common Stock
2023-12-29$3.46/sh−8,222$28,463→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes)→ Class A Common Stock (24,221 underlying) - Conversion
LLC Units
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes)→ Class A Common Stock (9,191 underlying) - Conversion
Class A Common Stock
2023-12-27+24,221→ 24,221 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes) - Sale
Class A Common Stock
2023-12-27$3.50/sh−24,221$84,783→ 0 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes) - Sale
Class A Common Stock
2023-12-28$3.52/sh−9,191$32,362→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-28+9,191→ 9,191 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes) - Conversion
Class A Common Stock
2023-12-29+8,222→ 8,222 total(indirect: See footnote) - Conversion
LLC Units
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes)→ Class A Common Stock (8,222 underlying)
MAINSAIL MANAGEMENT COMPANY, LLC
10% Owner
Transactions
- Conversion
Class B Common Stock
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes) - Conversion
Class A Common Stock
2023-12-27+24,221→ 24,221 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-28+9,191→ 9,191 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-28$3.52/sh−9,191$32,362→ 0 total(indirect: See footnote) - Conversion
Class B Common Stock
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes) - Conversion
LLC Units
2023-12-29−8,222→ 31,900,771 total(indirect: See footnotes)→ Class A Common Stock (8,222 underlying) - Conversion
Class B Common Stock
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes) - Sale
Class A Common Stock
2023-12-27$3.50/sh−24,221$84,783→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2023-12-29+8,222→ 8,222 total(indirect: See footnote) - Sale
Class A Common Stock
2023-12-29$3.46/sh−8,222$28,463→ 0 total(indirect: See footnote) - Conversion
LLC Units
2023-12-27−24,221→ 31,918,184 total(indirect: See footnotes)→ Class A Common Stock (24,221 underlying) - Conversion
LLC Units
2023-12-28−9,191→ 31,908,993 total(indirect: See footnotes)→ Class A Common Stock (9,191 underlying)
Footnotes (11)
- [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) 23,651 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 47 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 523 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI").
- [F10]Consists of (i) 31,150,165 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,925 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,681 shares of Class B common stock (and associated LLC Units) held by MCOI.
- [F11]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 $3.44 to $3.50, 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.
- [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) 31,167,169 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,959 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,056 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 $3.43 to $3.60, 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) 8,975 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 18 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 198 LLC Units and shares of Class B common stock exchanged by MCOI.
- [F7]Consists of (i) 31,158,194 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,941 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,858 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 $3.43 to $3.62, 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.
- [F9]Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,029 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) 177 LLC Units and shares of Class B common stock exchanged by MCOI.
Documents
Issuer
Brilliant Earth Group, Inc.
CIK 0001866757
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001543760
Filing Metadata
- Form type
- 4
- Filed
- Dec 28, 7:00 PM ET
- Accepted
- Dec 29, 7:08 PM ET
- Size
- 37.5 KB