4//SEC Filing
Viking Cake BR, LLC 4
Accession 0001493152-25-013589
CIK 0002068577other
Filed
Sep 14, 8:00 PM ET
Accepted
Sep 15, 8:50 PM ET
Size
12.6 KB
Accession
0001493152-25-013589
Insider Transaction Report
Form 4
Viking Cake Fuel, LLC
10% Owner
Transactions
- Purchase
LLC Units
2025-09-15$20.00/sh+3,118,938$62,378,760→ 11,618,781 total(indirect: See footnote)→ Class A Common Stock (11,618,781 underlying) - Other
Class C Common Stock
2025-09-15+3,118,938→ 11,618,781 total(indirect: See footnote)→ Class A Common Stock (11,618,781 underlying)
Viking Cake BR, LLC
10% Owner
Transactions
- Purchase
LLC Units
2025-09-15$20.00/sh+3,118,938$62,378,760→ 11,618,781 total(indirect: See footnote)→ Class A Common Stock (11,618,781 underlying) - Other
Class C Common Stock
2025-09-15+3,118,938→ 11,618,781 total(indirect: See footnote)→ Class A Common Stock (11,618,781 underlying)
Footnotes (5)
- [F1]LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") and an equal number of shares of Class C common stock ("Class C Common Stock") of Black Rock Coffee Bar, Inc. (the "Issuer"). Holders may elect to have Black Rock OpCo redeem their LLC Units at any time on or following the closing of the Issuer's initial public offering for either shares of Class A common stock ("Class A Common Stock") on a one-for-one basis or, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), a corresponding amount of cash, in either case, contributed to Black Rock OpCo by the Issuer, unless the Issuer elects, in its sole discretion (determined solely by the Issuer's independent directors who are disinterested), to effect such transaction as a direct exchange with the relevant holder. Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled.
- [F2]The Class C Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis; provided that, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), the Issuer may effect such exchange for a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Unit so redeemed.
- [F3]Each outstanding share of Class C Common Stock will automatically convert into one share of the Issuer's Class B common stock upon the earlier of (i) the ten-year anniversary of the later of the closing of the Issuer's initial public offering or the closing date of any exercise of the underwriters' option to purchase additional shares of Class A Common Stock and (ii) with respect to Daniel Brand, Jeff Hernandez, Jake Spellmeyer and Bryan Pereboom (collectively, the "Co-Founders"), the date on which the aggregate number of shares of Class C Common Stock held by such Co-Founder or certain of their affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by such Co-Founder and certain of their affiliates as of the later of the closing of the Issuer's initial public offering or the closing date of any exercise of the underwriters' option to purchase additional shares of Class A Common Stock in the Issuer's initial public offering.
- [F4]Held by Viking Cake BR, LLC and its wholly-owned subsidiary, Viking Cake Fuel, LLC.
- [F5]Represents a corresponding number of shares of Class C Common Stock issued in connection with the purchase of newly-issued LLC Units from Black Rock OpCo.
Documents
Issuer
Black Rock Coffee Bar, Inc.
CIK 0002068577
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002083841
Filing Metadata
- Form type
- 4
- Filed
- Sep 14, 8:00 PM ET
- Accepted
- Sep 15, 8:50 PM ET
- Size
- 12.6 KB