4//SEC Filing
TURNER GAVIN 4
Accession 0000950170-25-040411
CIK 0001866757other
Filed
Mar 16, 8:00 PM ET
Accepted
Mar 17, 4:47 PM ET
Size
12.9 KB
Accession
0000950170-25-040411
Insider Transaction Report
Form 4
TURNER GAVIN
Director10% Owner
Transactions
- Conversion
Class B Common Stock
2025-03-13−2,700→ 31,898,071 total(indirect: See footnotes) - Conversion
Class A Common Stock
2025-03-13+2,700→ 2,700 total(indirect: See footnote) - Sale
Class A Common Stock
2025-03-13$1.85/sh−2,700$5,006→ 0 total(indirect: See footnote) - Conversion
LLC Units
2025-03-13−2,700→ 31,898,071 total(indirect: See footnotes)→ Class A Common Stock (2,700 underlying)
Footnotes (5)
- [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) 2,637 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 5 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 58 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 person prior to the Issuer's initial public offering, do not expire.
- [F3]Consists of (i) 31,147,528 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,920 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,623 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 the reporting person 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 the reporting person is the sole Manager of MMC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his 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 person during an open trading window. This transaction was executed in multiple trades at prices ranging from $1.75 to $1.94, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes 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
Related Parties
1- filerCIK 0001883427
Filing Metadata
- Form type
- 4
- Filed
- Mar 16, 8:00 PM ET
- Accepted
- Mar 17, 4:47 PM ET
- Size
- 12.9 KB