0001104659-22-017127.txt : 20220209 0001104659-22-017127.hdr.sgml : 20220209 20220209163107 ACCESSION NUMBER: 0001104659-22-017127 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220209 FILED AS OF DATE: 20220209 DATE AS OF CHANGE: 20220209 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41275 FILM NUMBER: 22607667 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41275 FILM NUMBER: 22607663 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41275 FILM NUMBER: 22607666 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41275 FILM NUMBER: 22607664 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41275 FILM NUMBER: 22607661 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41275 FILM NUMBER: 22607662 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41275 FILM NUMBER: 22607665 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: 1250 S. CAPITAL OF TEXAS HIGHWAY STREET 2: BUILDING 2, SUITE 285 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: (512) 575-3637 MAIL ADDRESS: STREET 1: 1250 S. CAPITAL OF TEXAS HIGHWAY STREET 2: BUILDING 2, SUITE 285 CITY: AUSTIN STATE: TX ZIP: 78746 3 1 tm225824-8_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2022-02-09 0 0001891101 BRC Inc. BRCC 0001559771 Engaged Capital LLC 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 1 0 1 0 0001580761 Engaged Capital Flagship Master Fund, LP 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 1 0 1 0 0001888668 Engaged Capital Co-Invest XIII, LP 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 1 0 1 0 0001580769 Engaged Capital Holdings, LLC 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 1 0 1 0 0001559850 Engaged Capital Flagship Fund, L.P. 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 1 0 1 0 0001619827 Engaged Capital Flagship Fund, Ltd. 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 1 0 1 0 0001580771 Welling Glenn W. 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 1 0 1 0 Class A Common Stock 5025000 I See Footnote Class A Common Stock 10375000 I See Footnote Class A Common Stock 625000 I See Footnote This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VIII, 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"), and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). Mr. Welling is a director of BRC Inc. 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. 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. 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 Welling Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 2022-02-08 /s/ Glenn Welling Engaged Capital Holdings, LLC By: Glenn Welling, as Authorized Signatory 2022-02-08 /s/ Glenn Welling Engaged Capital Flagship Master Fund, LP By: Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 2022-02-08 /s/ Glenn Welling Engaged Capital Flagship Fund, LP By: Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 2022-02-08 /s/ Glenn Welling Engaged Capital Flagship Fund, Ltd By: Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 2022-02-08 /s/ Glenn Welling Engaged Capital Co-Invest XIII, LP By: Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 2022-02-08 /s/ Glenn Welling Glenn Welling 2022-02-08