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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Weber Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
94770D102
(CUSIP Number)
August 5, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No: 94770D102 | |||||
| (1) | Names
of Reporting Persons MBI Holdings, LP | ||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☐ | ||||
| (b) | ☐ | ||||
| (3) | SEC Use Only | ||||
| (4) | Citizenship
or Place of Organization Canada | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole
Voting Power 0 | |||
| (6) | Shared
Voting Power 2,000,000 | ||||
| (7) | Sole
Dispositive Power 0 | ||||
| (8) | Shared
Dispositive Power 2,000,000 | ||||
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,000,000 | ||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||||
| (11) | Percent
of Class Represented by Amount in Row (9) 4.0%* | ||||
| (12) | Type
of Reporting Person (See Instructions) FI | ||||
*
Based on 50,184,074 Shares (as defined below) outstanding as reported in the Issuer’s (as defined below) prospectus filed with
the Securities and Exchange Commission on August 6, 2021 and giving effect to the Issuer’s initial public offering.
| CUSIP No: 94770D102 | |||||
| (1) | Names
of Reporting Persons Jose Miguel Enrich | ||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☐ | ||||
| (b) | ☐ | ||||
| (3) | SEC Use Only | ||||
| (4) | Citizenship
or Place of Organization United Mexican States | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole
Voting Power 0 | |||
| (6) | Shared
Voting Power 2,000,000 | ||||
| (7) | Sole
Dispositive Power 0 | ||||
| (8) | Shared
Dispositive Power 2,000,000 | ||||
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,000,000 | ||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||||
| (11) | Percent
of Class Represented by Amount in Row (9) 4.0%* | ||||
| (12) | Type
of Reporting Person (See Instructions) IN | ||||
*
Based on 50,184,074 Shares outstanding as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission
on August 6, 2021 and giving effect to the Issuer’s initial public offering.
| CUSIP No: 94770D102 | |||
| Item 1 | (a). | Name
of Issuer: Weber Inc. | |
| Item 1 | (b). | Address
of Issuer’s Principal Executive Offices: 1415 S. Roselle Road, Palatine, Illinois | |
| Item 2 | (a). | Name
of Person Filing: Company directly owns 2,000,000 shares of the Issuer’s Class A common stock (the “Shares”), as the general partner of the Company, Mr. Enrich may be deemed to beneficially own the Shares. Mr. Enrich disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein. | |
| Item 2 | (b). | Address of Principal Business Office or, if none, Residence:
MBI Holdings, LP: 365 Bay Street Suite 800, Toronto, Ontario, Canada M5H 2V1 Jose Miguel Enrich: 781 Crandon Blvd 902, Key Biscayne, Florida 33149 | |
| Item 2 | (c). | Citizenship: Jose Miguel Enrich: United Mexican States | |
| Item 2 | (d) | Title
of Class of Securities: Class A common stock | |
| Item 2 | (e) | CUSIP
Number: 94770D102 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with Rule 13d–1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
| CUSIP No: 94770D102 |
| Item 4. | Ownership |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person and incorporated herein by reference.
As of the close of business on August 5, 2021, MBI Holdings, LP owned 3,300,000 shares of the Issuer’s Class A common stock representing an aggregate of 6.6% of the 50,184,074 total Class A common stock issued and outstanding, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on August 6, 2021 and giving effect to the Issuer’s initial public offering. Jose Miguel Enrich may have been deemed to beneficially own 3,300,000 shares of the Issuer’s Class A common stock by virtue of his status as general partner of MBI Holdings, LP, the record owner of such shares.
As of the date hereof, MBI Holdings, LP owns 2,000,000 shares of the Issuer’s Class A common stock representing an aggregate of 4.0% of the 50,184,074 total Class A common stock issued and outstanding, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on August 6, 2021 and giving effect to the Issuer’s initial public offering. Jose Miguel Enrich may be deemed to beneficially own 2,000,000 shares of the Issuer’s Class A common stock by virtue of his status as general partner of MBI Holdings, LP, the record owner of such shares.
| |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certifications |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 204.14a-11. | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 16, 2021
| MBI Holdings, LP | |||||
| By: | /s/ Jose Miguel Enrich | ||||
| Name: Jose Miguel Enrich | |||||
| Title: General Partner | |||||
| JJose Miguel Enrich | |||||
| By: | /s/ Jose Miguel Enrich | ||||
| Name: Jose Miguel Enrich | |||||
| Title: Individual | |||||
EXHIBIT A
JOINT FILING AGREEMENT
This JOINT FILING AGREEMENT, dated as of August 16, 2021, is entered into by and among MBI Holdings, LP and Jose Miguel Enrich. Each of the above are together referred to herein as the “Parties” and each individually as a “Party.” Pursuant to Rule 13d-l(k)(l)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that the Statement on Schedule 13G is filed on behalf of each such Party and that all subsequent amendments to the Statement on Schedule 13G shall be filed on behalf of each of the Parties without the necessity of executing or filing additional joint filing agreements. The Parties hereby acknowledge that each Party shall be responsible for timely filing of such amendments, and for the completeness and accuracy of the information concerning such Party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other Party, except to the extent that such Party knows or has reason to believe that such information is inaccurate.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Filing Agreement as of the day and year first above written.
| MBI HOLDINGS, LP | ||
| /s/ Jose Miguel Enrich | ||
| By: Jose Miguel Enrich | ||
| Title: General Partner | ||
| JOSE MIGUEL ENRICH | ||
| /s/ Jose Miguel Enrich | ||
| By: Jose Miguel Enrich | ||
| Title: Individual | ||