0000950103-22-015837.txt : 20220915 0000950103-22-015837.hdr.sgml : 20220915 20220915175139 ACCESSION NUMBER: 0000950103-22-015837 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220308 FILED AS OF DATE: 20220915 DATE AS OF CHANGE: 20220915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weber-Stephen Management Pool LLC CENTRAL INDEX KEY: 0001878006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40702 FILM NUMBER: 221246597 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 dp180513_4-pool.xml FORM 4 X0306 4 2022-03-08 0 0001857951 Weber Inc. WEBR 0001878006 Weber-Stephen Management Pool LLC 1415 S. ROSELLE ROAD PALATINE IL 60607 0 0 1 0 Profits Units in Weber HoldCo LLC 8.98 2022-03-08 4 D 0 67160.17 0 D Class A Common Stock 67160.17 2303198.83 D Profits Units in Weber HoldCo LLC 10.55 2022-03-08 4 D 0 33580.09 0 D Class A Common Stock 33580.09 1151599.41 D Profits Units in Weber HoldCo LLC 5.79 2022-08-12 4 D 0 241683.57 0 D Class A Common Stock 241683.57 1156640.53 D Profits Units in Weber HoldCo LLC 7.50 2022-08-12 4 D 0 241683.57 0 D Class A Common Stock 241683.57 1156640.53 D Profits Units in Weber HoldCo LLC 9.21 2022-08-12 4 D 0 241683.57 0 D Class A Common Stock 241683.57 1156640.53 D Profits Units in Weber HoldCo LLC 8.99 2022-08-12 4 D 0 550879.33 0 D Class A Common Stock 550879.33 275439.67 D Profits Units in Weber HoldCo LLC 9.67 2022-08-12 4 D 0 275439.67 0 D Class A Common Stock 275439.67 137719.83 D Reflects the forfeiture of certain unvested Profits Units (as defined below) in connection with certain employees who forfeited corresponding units in the reporting person (i) upon their termination of employment or (ii) in connection with performance metrics applicable to the corresponding units not being fully achieved. Reflects profits units in Weber HoldCo LLC (the "Profits Units") held by the reporting person for the benefit of holders of corresponding units in the reporting person (each a "Management Holder"). Generally, the Profits Units vest based on the continued service of the applicable Management Holder who holds corresponding units in the reporting person. The Profits Units are convertible, at the election of the relevant Management Holder, into common units of Weber HoldCo LLC (the "LLC Units") based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock of the issuer (the "Class B Common Stock") would be issued to the reporting person). The LLC Units (and a corresponding number of shares of Class B Common Stock) will then be distributed to relevant the Management Holder at the Management Holder's election, in which case the Management Holder may then 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 will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. Any Profits Units that have not been converted into LLC Units will automatically be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the relevant Management Holder's termination of employment. The LLC Units do not expire. /s/ Philip Zadeik as Attorney-in-Fact for Weber-Stephen Management Pool LLC 2022-09-15