0000950103-23-001413.txt : 20230130
0000950103-23-001413.hdr.sgml : 20230130
20230130192930
ACCESSION NUMBER: 0000950103-23-001413
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230126
FILED AS OF DATE: 20230130
DATE AS OF CHANGE: 20230130
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: 23569684
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
dp187983_4-pool.xml
FORM 4
X0306
4
2023-01-26
0
0001857951
Weber Inc.
WEBR
0001878006
Weber-Stephen Management Pool LLC
1415 S. ROSELLE ROAD
PALATINE
IL
60067
0
0
1
0
Class B Common Stock
2023-01-26
4
C
0
180764
A
8478749
D
Profits Units in Weber HoldCo LLC
5.79
2023-01-26
4
C
0
483367.13
D
Class A Common Stock
483367.13
224424.47
D
Profits Units in Weber HoldCo LLC
7.50
2023-01-26
4
C
0
483367.13
D
Class A Common Stock
483367.13
224424.47
D
Reflects the issuance of shares of Class B common stock of the issuer ("Class B Common Stock") (and a corresponding number of common units of Weber HoldCo LLC ("LLC Units")) to the reporting person upon the conversion of Profits Units (as defined below) based on the intrinsic or spread value of the Profits Units at the time of conversion.
Reflects shares of Class B Common Stock and LLC Units which the reporting person holds on behalf of individuals who hold corresponding units in the reporting person (each a "Management Holder").
The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the applicable Management Holder at such Management Holder's election, in which case such Management Holder may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A common stock of the issuer ("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. The LLC Units do not expire.
The reporting person has voting and dispositive power over securities held by it, which power is exercised by action of the three managers of the reporting person. Each manager has one vote, and the approval of a majority of the managers is required to approve an action. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein.
Reflects profits units in Weber HoldCo LLC (the "Profits Units") which the reporting person holds on behalf of Management Holders. 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 applicable Management Holder's election, into 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 would be issued to Weber HoldCo LLC).
Any Profits Units that have not been converted into LLC Units may 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 applicable Management Holder's termination of employment.
/s/ Erik Chalut as Attorney-in-Fact for Weber-Stephen Management Pool LLC
2023-01-30