0000921895-22-001471.txt : 20220504
0000921895-22-001471.hdr.sgml : 20220504
20220504200802
ACCESSION NUMBER: 0000921895-22-001471
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220502
FILED AS OF DATE: 20220504
DATE AS OF CHANGE: 20220504
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital LLC
CENTRAL INDEX KEY: 0001559771
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41275
FILM NUMBER: 22893523
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, L.P.
CENTRAL INDEX KEY: 0001559850
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41275
FILM NUMBER: 22893519
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 90272
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 90272
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Fund, LP
DATE OF NAME CHANGE: 20160805
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Flagship Fund, LP
DATE OF NAME CHANGE: 20160707
FORMER NAME:
FORMER CONFORMED NAME: ENGAGED CAPITAL II LP
DATE OF NAME CHANGE: 20121009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Flagship Master Fund, LP
CENTRAL INDEX KEY: 0001580761
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41275
FILM NUMBER: 22893521
BUSINESS ADDRESS:
STREET 1: CRICKET SQUARE, HUTCHINS DRIVE
STREET 2: P.O. BOX 2681
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1111
BUSINESS PHONE: (949) 734-7900
MAIL ADDRESS:
STREET 1: CRICKET SQUARE, HUTCHINS DRIVE
STREET 2: P.O. BOX 2681
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1111
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Master Feeder II, LP
DATE OF NAME CHANGE: 20130703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Holdings, LLC
CENTRAL INDEX KEY: 0001580769
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41275
FILM NUMBER: 22893522
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: (949) 734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Welling Glenn W.
CENTRAL INDEX KEY: 0001580771
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41275
FILM NUMBER: 22893524
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, Ltd.
CENTRAL INDEX KEY: 0001619827
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41275
FILM NUMBER: 22893518
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Fund, Ltd.
DATE OF NAME CHANGE: 20160805
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Flagship Fund, Ltd.
DATE OF NAME CHANGE: 20160707
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital II Offshore, Ltd.
DATE OF NAME CHANGE: 20140918
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Co-Invest XIII, LP
CENTRAL INDEX KEY: 0001888668
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41275
FILM NUMBER: 22893520
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BRC Inc.
CENTRAL INDEX KEY: 0001891101
STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080]
IRS NUMBER: 873277812
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1144 S 500 W
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84101
BUSINESS PHONE: (801) 874-1189
MAIL ADDRESS:
STREET 1: 1144 S 500 W
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84101
4
1
form409455048_05042022.xml
OWNERSHIP DOCUMENT
X0306
4
2022-05-02
0
0001891101
BRC Inc.
BRCC
0001580771
Welling Glenn W.
C/O ENGAGED CAPITAL, LLC
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
1
0
1
0
0001559771
Engaged Capital LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
0
0001580769
Engaged Capital Holdings, LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
0
0001580761
Engaged Capital Flagship Master Fund, LP
CRICKET SQUARE, HUTCHINS DRIVE
P.O. BOX 2681
GRAND CAYMAN
E9
KY1-1111
CAYMAN ISLANDS
0
0
1
1
See Footnote 1
0001888668
Engaged Capital Co-Invest XIII, LP
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001559850
Engaged Capital Flagship Fund, L.P.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
1
See Footnote 1
0001619827
Engaged Capital Flagship Fund, Ltd.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
1
See Footnote 1
Class A Common Stock
2022-05-02
4
A
0
32135
0
A
32135
D
Class A Common Stock
2022-05-03
4
J
0
5025000
D
0
I
By: Engaged Capital Co-Invest XIII, LP
Class A Common Stock
2022-05-03
4
J
0
125000
A
10500000
I
By: Engaged Capital Flagship Master Fund, LP
Class A Common Stock
2022-05-03
4
J
0
100000
A
100000
I
By: Welling Family Trust
Class A Common Stock
625000
I
By: Managed Account of Engaged Capital, LLC
This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.'s (the "Issuer") outstanding Class A Common Stock. Mr. Welling is a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Represents awards of restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Incentive Plan, in the form of (i) 15,000 RSUs that vest ratably one third on each anniversary of the grant date, (ii) 3,650 RSUs that vest in equal quarterly installments until the first anniversary of the grant date and (iii)13,485 RSUs that vest on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. Shares of the Issuer's Class A Common Stock will be delivered to Mr. Welling following vesting.
On May 3, 2022, Engaged Capital Co-Invest XIII engaged in a pro rata distribution of 5,025,000 shares of Class A Common Stock to its partners for no consideration (the "Engaged Capital Co-Invest XIII Distribution"). Represents the distribution of 5,025,000 shares of Class A Common Stock held by Engaged Capital Co-Invest XIII pursuant to the Engaged Capital Co-Invest XIII Distribution.
Securities owned directly by Engaged Capital Co-Invest XIII. As the general partner and investment adviser of Engaged Capital Co-Invest XIII, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII.
Engaged Capital Flagship Master received 125,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.
Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
Welling Family Trust received 100,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.
Securities held in the Welling Family Trust. Mr. Welling, as Trustee of the Welling Family Trust, may be deemed to beneficially own the securities held in the Welling Family Trust.
Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.
/s/ Glenn W. Welling
2022-05-04
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-05-04
Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-05-04
Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-05-04
Engaged Capital Co-Invest XIII, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-05-04
Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-05-04
Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director
2022-05-04