0000950157-23-000150.txt : 20230221
0000950157-23-000150.hdr.sgml : 20230221
20230221172236
ACCESSION NUMBER: 0000950157-23-000150
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230221
FILED AS OF DATE: 20230221
DATE AS OF CHANGE: 20230221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trott Byron D
CENTRAL INDEX KEY: 0001472182
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40702
FILM NUMBER: 23649503
MAIL ADDRESS:
STREET 1: 71 SOUTH WACKER DRIVE, 12TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BDT CAPITAL PARTNERS, LLC
CENTRAL INDEX KEY: 0001510974
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40702
FILM NUMBER: 23649508
BUSINESS ADDRESS:
STREET 1: 401 NORTH MICHIGAN AVENUE
STREET 2: SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
BUSINESS PHONE: 312-660-7311
MAIL ADDRESS:
STREET 1: 401 NORTH MICHIGAN AVENUE
STREET 2: SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BDTCP GP I, LLC
CENTRAL INDEX KEY: 0001510982
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40702
FILM NUMBER: 23649505
BUSINESS ADDRESS:
STREET 1: 401 NORTH MICHIGAN AVENUE
STREET 2: SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
BUSINESS PHONE: 312-660-7311
MAIL ADDRESS:
STREET 1: 401 NORTH MICHIGAN AVENUE
STREET 2: SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BDT WSP Holdings, LLC
CENTRAL INDEX KEY: 0001876047
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40702
FILM NUMBER: 23649507
BUSINESS ADDRESS:
STREET 1: C/O BDT CAPITAL PARTNERS
STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
BUSINESS PHONE: (312) 660-7300
MAIL ADDRESS:
STREET 1: C/O BDT CAPITAL PARTNERS
STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BDTP GP, LLC
CENTRAL INDEX KEY: 0001540177
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40702
FILM NUMBER: 23649504
BUSINESS ADDRESS:
STREET 1: 401 NORTH MICHIGAN AVENUE
STREET 2: SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
BUSINESS PHONE: 312-660-7311
MAIL ADDRESS:
STREET 1: 401 NORTH MICHIGAN AVENUE
STREET 2: SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BDT Capital Partners I-A Holdings, LLC
CENTRAL INDEX KEY: 0001875304
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40702
FILM NUMBER: 23649506
BUSINESS ADDRESS:
STREET 1: C/O BDT CAPITAL PARTNERS
STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
BUSINESS PHONE: (312) 660-7300
MAIL ADDRESS:
STREET 1: C/O BDT CAPITAL PARTNERS
STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3100
CITY: CHICAGO
STATE: IL
ZIP: 60611
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Weber Inc.
CENTRAL INDEX KEY: 0001857951
STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 1415 S. ROSELLE ROA
CITY: PALATINE,
STATE: IL
ZIP: 60067
BUSINESS PHONE: 847-934-5700
MAIL ADDRESS:
STREET 1: 1415 S. ROSELLE ROA
CITY: PALATINE,
STATE: IL
ZIP: 60067
4
1
form4.xml
X0306
4
2023-02-21
true
0001857951
Weber Inc.
WEBR
0001510974
BDT CAPITAL PARTNERS, LLC
401 NORTH MICHIGAN AVENUE
SUITE 3100
CHICAGO
IL
60611
true
true
0001876047
BDT WSP Holdings, LLC
401 NORTH MICHIGAN AVENUE
SUITE 3100
CHICAGO
IL
60611
true
true
0001875304
BDT Capital Partners I-A Holdings, LLC
401 NORTH MICHIGAN AVENUE
SUITE 3100
CHICAGO
IL
60611
true
true
0001510982
BDTCP GP I, LLC
401 NORTH MICHIGAN AVENUE
SUITE 3100
CHICAGO
IL
60611
true
true
0001540177
BDTP GP, LLC
401 NORTH MICHIGAN AVENUE
SUITE 3100
CHICAGO
IL
60611
true
true
0001472182
Trott Byron D
401 NORTH MICHIGAN AVENUE
SUITE 3100
CHICAGO
IL
60611
true
true
Class A Common Stock
2023-02-21
4
J
0
11292
D
0
I
See footnotes
Class A Common Stock
2023-02-21
4
J
0
8929
D
0
I
See footnotes
Class A Common Stock
2023-02-21
4
J
0
25548789
D
0
I
See footnotes
Class A Common Stock
2023-02-21
4
D
0
3236875
8.05
D
0
I
See footnotes
Class B Common Stock
2023-02-21
4
J
0
152711756
D
0
I
See footnotes
Class B Common Stock
2023-02-21
4
J
0
12281255
D
0
I
See footnotes
LLC Units of Weber HoldCo LLC
2023-02-21
4
J
0
152711756
D
Class A Common Stock
152711756
0
I
See footnotes
LLC Units of Weber HoldCo LLC
2023-02-21
4
J
0
12281255
D
Class A Common Stock
12281255
0
I
See footnotes
On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").1. On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
Represents shares of Class A common stock ("Class A Common Stock") pursuant to an award of restricted stock units ("RSUs") granted to Kelly D. Rainko in connection with her service as a director. Ms. Rainko has automatically assigned all rights, title and interest in the RSUs reported herein to BDT WSP Holdings, LLC.
This Form 4 is jointly filed by (i) BDT WSP Holdings, LLC, (ii) BDT Capital Partners, LLC, (iii) BDT Capital Partners I-A Holdings, LLC; (iv) BDTCP GP I, LLC, (v) BDTP GP, LLC, and (vi) Byron D. Trott. Byron D. Trott is the sole member of BDTP GP, LLC, which is the managing member of BDT Capital Partners, LLC, which is the managing member of each of BDT WSP Holdings, LLC and BDTCP GP I, LLC, which is the managing member of BDT Capital Partners I-A Holdings, LLC. Each of BDT Capital Partners, LLC, BDTP GP, LLC and Mr. Trott may be deemed to have indirect voting and investment control over the shares held by BDT WSP Holdings, LLC and BDT Capital Partners I-A Holdings, LLC, and in addition, BDTCP GP I, LLC may be deemed to have indirect voting and investment control over the
(cont from fn 1) shares held by BDT Capital Partners I-A Holdings, LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Ms. Rainko is a Partner of BDT & MSD Partners, LLC, fka BDT & Company, LLC, an affiliate of BDT Capital Partners, LLC, and is a director of the issuer. By virtue of her service on the Board of Directors of the issuer as a representative of BDT Capital Partners, LLC, for purposes of Section 16, the reporting persons may be deemed to be a director by deputization of the Issuer.
These securities are owned directly by BDT WSP Holdings, LLC.
These securities are owned directly by BDT Capital Partners I-A Holdings, LLC.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, shares of Class A Common Stock held directly by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC outstanding immediately prior to the effective time of the Merger ("Holdings Shares") were converted into an identical number of newly issued shares of the surviving corporation.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Class A Common Stock (other than shares held by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC and certain other shares as of Class A Common Stock canceled for no consideration pursuant to the Merger Agreement) was automatically canceled and converted into the right to receive the Merger Consideration.
These securities are owned directly by Byron and Tina Trott.
Reflects shares of Class B Common Stock of the Issuer (the "Class B Common Stock") and common units of Weber HoldCo LLC (the "LLC Units") held by the applicable reporting person. Prior to the consummation of the Merger, holders of LLC Units had the right to require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the Issuer's Class A Common Stock on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock would also be cancelled on a one-for-one basis).
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Class B Common Stock outstanding immediately prior to the effective time of the Merger (other than certain shares of Class B Common Stock canceled for no consideration pursuant to the Merger Agreement) was converted into an identical number of newly issued shares of Class B common stock of the surviving corporation. The LLC Units are no longer redeemable for Issuer's Class A Common Stock and are instead redeemable for the Class A common stock of the surviving corporation.
/s/ Mary Ann Todd as authorized signatory for BDT WSP Holdings, LLC
2023-02-21
/s/ Mary Ann Todd as authorized signatory for BDT Capital Partners, LLC
2023-02-21
/s/ Mary Ann Todd as authorized signatory for BDT Capital Partners I-A Holdings, LLC
2023-02-21
/s/ Mary Ann Todd as authorized signatory for BDTCP GP I, LLC
2023-02-21
/s/ Mary Ann Todd as authorized signatory for BDTP GP, LLC
2023-02-21
/s/ Byron D. Trott
2023-02-21