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