Spellmeyer Jacob Virgil 4
4 · Black Rock Coffee Bar, Inc. · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Black Rock Coffee Bar (BRCB) 10% Owner Spellmeyer Disposes 5.8M Shares
What Happened Jacob Virgil Spellmeyer, a reported 10% owner of Black Rock Coffee Bar, reported an "other acquisition or disposition (J)" on March 20, 2026 that disposed of 5,809,390 shares of Class C common stock (paired with an equal number of LLC Units). The filing shows a $0 price and $0 total value because the transaction was a transfer/reallocation of derivative securities among related entities rather than an open-market sale for cash. As described in the filing, the shares were transferred among affiliated entities (Viking Cake Fuel, LLC → Viking Cake BR, LLC → distribution to certain members), and Spellmeyer no longer has voting or investment power over the transferred shares.
Key Details
- Transaction date: March 20, 2026; Form 4 filed: March 23, 2026.
- Securities: 5,809,390 shares of Class C common stock and an equal number of LLC Units.
- Reporting code: "J" — other acquisition/disposition of derivative securities (transfer between related entities).
- Price/value reported: $0 (derivative transfer, not a cash sale).
- Post-transaction ownership: The filing states the Reporting Person disclaims beneficial ownership of the shares held by Viking Cake; Spellmeyer no longer has voting or investment power for those shares.
- Relevant footnotes: LLC Units correspond to membership interests in Black Rock Coffee Holdings, LLC and an equal number of Class C shares; LLC Units/Class C shares can be converted/redeemed into Class A shares or cash under specified terms; Class C shares have conversion/automatic-conversion provisions (see F1–F3).
- Insider status: Spellmeyer is reported as a 10% owner — this appears to be a reorganization among affiliated entities, not an executive open-market trade.
Context This is a derivative/intra-group transfer rather than a purchase or routine public sale. For retail investors, such transfers often reflect corporate structuring among related entities and do not necessarily signal the insider's view on the company’s stock price. The filing discloses mechanics around LLC Units and Class C shares (conversion/redemption options and potential automatic conversion), which can affect future share class mix but do not change that this specific filing reports no cash proceeds.
Insider Transaction Report
- Other
LLC Units
[F1][F4][F5]2026-03-20−5,809,390→ 0 total(indirect: See footnote)→ Class A Common Stock (5,809,390 underlying) - Other
Class C Common Stock
[F2][F3][F4][F5]2026-03-20−5,809,390→ 0 total(indirect: See footnote)→ Class A Common Stock (5,809,390 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 the Issuer. Holders may elect to have Black Rock OpCo redeem their LLC Units at any time 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) September 15, 2035 and (ii) with respect to the Reporting Person, the date on which the aggregate number of shares of Class C Common Stock held by the Reporting Person or certain of his affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by the Reporting Person and certain of his affiliates as of September 15, 2025.
- [F4]On March 20, 2026, (a) Viking Cake Fuel, LLC ("Viking Cake Fuel") transferred a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units to Viking Cake BR, LLC ("Viking Cake") and (b) Viking Cake distributed a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units in exchange for all of the units of membership interest in Viking Cake of certain of its members. As a result of the distribution, the Reporting Person no longer has voting or investment power for the shares held by Viking Cake.
- [F5]Held by Viking Cake and its wholly-owned subsidiary, Viking Cake Fuel. The Reporting Person disclaims beneficial ownership of the shares held by Viking Cake.