0000950157-23-000161.txt : 20230223
0000950157-23-000161.hdr.sgml : 20230223
20230223210135
ACCESSION NUMBER: 0000950157-23-000161
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230221
FILED AS OF DATE: 20230223
DATE AS OF CHANGE: 20230223
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MAD Private Family Trust Co LLC
CENTRAL INDEX KEY: 0001877783
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40702
FILM NUMBER: 23662034
BUSINESS ADDRESS:
STREET 1: 8805 TAMIAMI TRAIL N STE 356
CITY: NAPLES
STATE: FL
ZIP: 34108
BUSINESS PHONE: 312-609-1100
MAIL ADDRESS:
STREET 1: 8805 TAMIAMI TRAIL N STE 356
CITY: NAPLES
STATE: FL
ZIP: 34108
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
form4.xml
X0306
4
2023-02-21
true
0001857951
Weber Inc.
WEBR
0001877783
MAD Private Family Trust Co LLC
8805 TAMIAMI TRAIL N STE 356
NAPLES
FL
34108
true
Class A Common Stock
2023-02-21
4
D
0
2581126
8.05
D
0
I
Through MAD Family Trusts
Class B Common Stock
2023-02-21
4
J
0
14171312
D
0
I
Through MAD Family Trusts
LLC Units of Weber HoldCo LLC
2023-02-21
4
J
0
14171312
D
Class A Shares
14171312
0
I
Through MAD Family Trusts
On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Class A common stock of the Issuer (a "Class A Share") (other than Class A Shares held by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC and certain other Class A Shares canceled for no consideration pursuant to the Merger Agreement) was automatically canceled and converted into the right to receive $8.05.
Reflects shares of Class B common stock of the Issuer (each, a "Class B Share") and common units of Weber HoldCo LLC (the "LLC Units") held indirectly by trusts (the "MAD Family Trusts") for which MAD Private Family Trust Company LLC holds voting and dispositive power. MAD Private Family Trust Company LLC exercises such voting and dispositive power through the action of an investment committee consisting of three members. Each member has one vote, and the approval of a majority of such members 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. Prior to the consummation of the Merger, holders of LLC Units had the right to require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A Shares on a one-for-one basis (at which time, a corresponding number of Class B Shares would also be cancelled on a one-for-one basis).
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each Class B Share outstanding immediately prior to the effective time of the Merger (other than certain Class B Shares canceled for no consideration pursuant to the Merger Agreement) was converted into an identical number of newly issued shares of Class B common stock of the surviving corporation. The LLC Units are no longer redeemable for the Class A Shares and are instead redeemable for the Class A common stock of the surviving corporation.
/s/ Richard D. Chapman as President of MAD Private Family Trust Company LLC
2023-02-23