SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

TSG7 A Management LLC

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2021

3. Issuer Name and Ticker or Trading Symbol
Dutch Bros Inc. [ BROS ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	18,050	I	By Dutch Holdings, LLC⁽¹⁾⁽²⁾
Class C Common Stock⁽³⁾	50,674,077⁽³⁾	I	By Dutch Holdings, LLC⁽¹⁾⁽²⁾
Class C Common Stock⁽³⁾	3,394,519⁽³⁾	I	By TSG7 A AIV VI, L.P.⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common LLC Units⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	50,674,077	⁽³⁾	I	By Dutch Holdings, LLC⁽¹⁾⁽²⁾
Class A Common LLC Units⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	3,394,519	⁽³⁾	I	By TSG7 A AIV VI, L.P.⁽¹⁾⁽²⁾
Class D Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	13,138,500	⁽⁴⁾	I	By TSG7 A AIV VI Holdings-A, LLC⁽¹⁾⁽²⁾
Class D Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,897,837	⁽⁴⁾	I	By DG Coinvestor Blocker Aggregator, LLC⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

TSG7 A Management LLC

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TSG7 A AIV VI, L.P.

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TSG7 A AIV VI Holdings-A, L.P.

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DG Coinvestor Blocker Aggregator, L.P.

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P., and the manager of TSG7 A VI Holdings - A, LLC, DG Coinvestor Blocker Aggregator, LLC, and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by each of the other Reporting Persons. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein.

2. (continued from footnote 1) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities in excess of their respective pecuniary interests.

3. Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date.

4. The Class D Common Stock may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.

Remarks:

	By: /s/ Jessica Duran as Assistant Secretary of TSG7 A Management, LLC	09/14/2021
	By: /s/ Jessica Duran as Assistant Secretary of TSG7 A AIV VI, L.P.	09/14/2021
	By: /s/ Jessica Duran as Assistant Secretary of TSG7 A AIV VI Holdings-A, LLC	09/14/2021
	By: /s/ Jessica Duran as Assistant Secretary of DG Coinvestor Blocker Aggregator, LLC	09/14/2021
	** 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 5 (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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