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