0000950170-23-072014.txt : 20231220
0000950170-23-072014.hdr.sgml : 20231220
20231220193508
ACCESSION NUMBER: 0000950170-23-072014
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231218
FILED AS OF DATE: 20231220
DATE AS OF CHANGE: 20231220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TSG7 A AIV VI Holdings-A, L.P.
CENTRAL INDEX KEY: 0001882775
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40798
FILM NUMBER: 231502543
BUSINESS ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 4 ORINDA WAY, SUITE 150B
CITY: ORINDA
STATE: CA
ZIP: 94563
BUSINESS PHONE: (415) 217-2300
MAIL ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 4 ORINDA WAY, SUITE 150B
CITY: ORINDA
STATE: CA
ZIP: 94563
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TSG7 A AIV VI, L.P.
CENTRAL INDEX KEY: 0001882774
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40798
FILM NUMBER: 231502544
BUSINESS ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 4 ORINDA WAY, SUITE 150B
CITY: ORINDA
STATE: CA
ZIP: 94563
BUSINESS PHONE: (415) 217-2300
MAIL ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 4 ORINDA WAY, SUITE 150B
CITY: ORINDA
STATE: CA
ZIP: 94563
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dutch Holdings LLC
CENTRAL INDEX KEY: 0001883107
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40798
FILM NUMBER: 231502545
BUSINESS ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 4 ORINDA WAY, SUITE 150B
CITY: ORINDA
STATE: CA
ZIP: 94563
BUSINESS PHONE: (415) 217-2362
MAIL ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 4 ORINDA WAY, SUITE 150B
CITY: ORINDA
STATE: CA
ZIP: 94563
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TSG7 A Management LLC
CENTRAL INDEX KEY: 0001882776
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40798
FILM NUMBER: 231502546
BUSINESS ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 1100 LARKSPUR LANDING CIRCLE, SUITE 360
CITY: LARKSPUR
STATE: CA
ZIP: 94939
BUSINESS PHONE: (415) 217-2300
MAIL ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 1100 LARKSPUR LANDING CIRCLE, SUITE 360
CITY: LARKSPUR
STATE: CA
ZIP: 94939
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DG Coinvestor Blocker Aggregator, L.P.
CENTRAL INDEX KEY: 0001882834
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40798
FILM NUMBER: 231502542
BUSINESS ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 4 ORINDA WAY, SUITE 150B
CITY: ORINDA
STATE: CA
ZIP: 94563
BUSINESS PHONE: (415) 217-2300
MAIL ADDRESS:
STREET 1: C/O TSG CONSUMER PARTNERS
STREET 2: 4 ORINDA WAY, SUITE 150B
CITY: ORINDA
STATE: CA
ZIP: 94563
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dutch Bros Inc.
CENTRAL INDEX KEY: 0001866581
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 871041305
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 110 SW 4TH STREET
CITY: GRANTS PASS
STATE: OR
ZIP: 97526
BUSINESS PHONE: (206) 390-8860
MAIL ADDRESS:
STREET 1: PO BOX 1929
CITY: GRANTS PASS
STATE: OR
ZIP: 97528-0163
4
1
ownership.xml
4
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2023-12-18
0001866581
Dutch Bros Inc.
BROS
0001882776
TSG7 A Management LLC
C/O TSG CONSUMER PARTNERS,
4 ORINDA WAY, SUITE 150-B
ORINDA
CA
94563
false
false
true
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0001883107
Dutch Holdings LLC
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4 ORINDA WAY, SUITE 150-B
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CA
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false
false
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false
0001882774
TSG7 A AIV VI, L.P.
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4 ORINDA WAY, SUITE 150-B
ORINDA
CA
94563
false
false
true
false
0001882775
TSG7 A AIV VI Holdings-A, L.P.
C/O TSG CONSUMER PARTNERS
4 ORINDA WAY, SUITE 150-B
ORINDA
CA
94563
false
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0001882834
DG Coinvestor Blocker Aggregator, L.P.
C/O TSG CONSUMER PARTNERS
4 ORINDA WAY, SUITE 150-B
ORINDA
CA
94563
false
false
true
false
false
Class C Common Stock
2023-12-18
4
J
false
915863
D
31752346
I
By Dutch Holdings, LLC
Class A Common Stock
2023-12-18
4
C
false
915863
A
933913
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By Dutch Holdings, LLC
Class A Common Stock
2023-12-18
4
S
false
915863
29.34
D
18050
I
By Dutch Holdings, LLC
Class C Common Stock
2023-12-18
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J
false
50547
D
31701799
I
By Dutch Holdings, LLC
Class C Common Stock
2023-12-18
4
J
false
53035
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2159388
I
By TSG7 A AIV VI, L.P.
Class A Common Stock
2023-12-18
4
C
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53035
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By TSG7 A AIV VI, L.P.
Class A Common Stock
2023-12-18
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Class C Common Stock
2023-12-18
4
J
false
11125
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By TSG7 A AIV VI, L.P.
Class A Common Stock
2023-12-18
4
C
false
250721
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250721
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TSG7 A AIV VI Holdings-A, L.P.
Class A Common Stock
2023-12-18
4
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0
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TSG7 A AIV VI Holdings-A, L.P.
Class A Common Stock
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4
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false
74307
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I
By DG Coinvestor Blocker Aggregator, L.P.
Class A Common Stock
2023-12-18
4
S
false
74307
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D
0
I
By DG Coinvestor Blocker Aggregator, L.P.
Class A Common LLC Units
2023-12-18
4
C
false
915863
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Class A Common Stock
915863
31752346
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Class A Common LLC Units
2023-12-18
4
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Class A Common Stock
50547
31701799
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By Dutch Holdings, LLC
Class A Common LLC Units
2023-12-18
4
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Class A Common Stock
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2159388
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By TSG7 A AIV VI, L.P.
Class A Common LLC Units
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4
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11125
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Class A Common Stock
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2148263
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Class D Common Stock
2023-12-18
4
C
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250721
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Class A Common Stock
250721
8195380
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Class D Common Stock
2023-12-18
4
J
false
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Class A Common Stock
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8194965
I
By TSG7 A AIV VI Holdings-A, L.P.
Class D Common Stock
2023-12-18
4
C
false
74307
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Class A Common Stock
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2438497
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Class D Common Stock
2023-12-18
4
J
false
28
D
Class A Common Stock
28
2438469
I
By DG Coinvestor Blocker Aggregator, L.P.
Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.
TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.
(Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners.
Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 50,547 Class C Shares and 50,547 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 11,125 Class C Shares and 11,125 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.
Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled.
The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.
Represents a pro rata distribution in kind of Class D Common Stock. 415 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Represents a pro rata distribution in kind of Class D Common Stock.
By: /s/ Drew Weilbacher as Chief Compliance Officer
2023-12-20
By: /s/ Drew Weilbacher as Chief Compliance Officer
2023-12-20
By: /s/ Drew Weilbacher as Chief Compliance Officer
2023-12-20
By: /s/ Drew Weilbacher as Chief Compliance Officer
2023-12-20
By: /s/ Drew Weilbacher as Chief Compliance Officer
2023-12-20