SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Johnston Kristina L

(Last)

(First)

(Middle)

937 TAHOE BOULEVARD, SUITE 210

(Street)

INCLINE VILLAGE

89451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vintage Wine Estates, Inc. [ VWE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/20/2023		A		250,000⁽¹⁾	A	$0	579,038	D
Common Stock	07/20/2023		A		500,000⁽²⁾	A	$0	1,079,038⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.5	07/20/2023		A		62,500		⁽⁴⁾	07/20/2033	Common Stock	62,500	$0	62,500	D
Stock Option (right to buy)	$1.5	07/20/2023		A		187,500		⁽⁵⁾	07/20/2033	Common Stock	187,500	$0	187,500	D
Stock Option (right to buy)	$10.5							⁽⁶⁾	03/07/2032	Common Stock	658,076		658,076	D

Explanation of Responses:

1. These restricted stock units ("RSUs"), which convert into common stock on a one-for-one basis, were granted under the Vintage Wine Estates, Inc. 2021 Omnibus Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award agreement, vest in two equal installments on each of 7/20/2024 and 7/20/2025.

2. These RSUs, which convert into common stock on a one-for-one basis, were granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award agreement, vest in four equal installments on each of 7/20/2024, 7/20/2025, 7/20/2026 and 7/27/2027.

3. Includes 1,079,038 RSUs consisting of the following: (i) 329,038 RSUs that vest 25% on each of 9/7/2023, 03/07/2024, 03/07/2025 and 03/07/2026; (ii) 250,000 RSUs that vest in two equal installments on each of 7/20/2024 and 7/20/2025.; and (iii) 500,000 RSUs that vest in four equal installments on each of 7/20/2024, 7/20/2025, 7/20/2026 and 7/27/2027.

4. This stock option was granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award agreement, vests in two equal installments on each of 7/20/2024 and 7/20/2025.

5. This stock option was granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award agreement, vests in four equal installments on each of 7/20/2024, 7/20/2025, 7/20/2026 and 7/27/2027.

6. 25% of the stock options vest on each of 09/07/2023, 03/07/2024, 03/07/2025 and 03/07/2026.

	/s/ Kristina L. Johnston	07/21/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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