0000950170-24-060729.txt : 20240515
0000950170-24-060729.hdr.sgml : 20240515
20240515193425
ACCESSION NUMBER: 0000950170-24-060729
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240513
FILED AS OF DATE: 20240515
DATE AS OF CHANGE: 20240515
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: 24953203
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: 24953204
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: 24953205
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: 24953206
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: 24953202
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: (541) 955-4700
MAIL ADDRESS:
STREET 1: PO BOX 1929
CITY: GRANTS PASS
STATE: OR
ZIP: 97528-0163
4
1
ownership.xml
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2024-05-13
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
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0001883107
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CA
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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
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
2024-05-13
4
J
false
9240193
D
10507486
I
By Dutch Holdings, LLC
Class A Common Stock
2024-05-13
4
C
false
9240193
A
9258243
I
By Dutch Holdings, LLC
Class A Common Stock
2024-05-13
4
S
false
9240193
34.65
D
18050
I
By Dutch Holdings, LLC
Class C Common Stock
2024-05-13
4
J
false
1083440
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9424046
I
By Dutch Holdings, LLC
Class C Common Stock
2024-05-13
4
J
false
460102
D
893987
I
By TSG7 A AIV VI, L.P.
Class A Common Stock
2024-05-13
4
C
false
460102
A
460102
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By TSG7 A AIV VI, L.P.
Class A Common Stock
2024-05-13
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Class C Common Stock
2024-05-13
4
J
false
212524
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By TSG7 A AIV VI, L.P.
Class A Common Stock
2024-05-13
4
C
false
2672601
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2672601
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TSG7 A AIV VI Holdings-A, L.P.
Class A Common Stock
2024-05-13
4
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false
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0
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TSG7 A AIV VI Holdings-A, L.P.
Class A Common Stock
2024-05-13
4
C
false
793331
A
793331
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By DG Coinvestor Blocker Aggregator, L.P.
Class A Common Stock
2024-05-13
4
S
false
793331
34.65
D
0
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By DG Coinvestor Blocker Aggregator, L.P.
Class A Common LLC Units
2024-05-13
4
C
false
9240193
D
Class A Common Stock
9240193
10507486
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By Dutch Holdings, LLC
Class A Common LLC Units
2024-05-13
4
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false
1083440
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Class A Common Stock
1083440
9424046
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By Dutch Holdings, LLC
Class A Common LLC Units
2024-05-13
4
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460102
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Class A Common Stock
460102
893987
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By TSG7 A AIV VI, L.P.
Class A Common LLC Units
2024-05-13
4
J
false
212524
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Class A Common Stock
212524
681463
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By TSG7 A AIV VI, L.P.
Class D Common Stock
2024-05-13
4
C
false
2672601
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Class A Common Stock
2672601
2416940
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By TSG7 A AIV VI Holdings-A, L.P.
Class D Common Stock
2024-05-13
4
J
false
21714
D
Class A Common Stock
21714
2395226
I
By TSG7 A AIV VI Holdings-A, L.P.
Class D Common Stock
2024-05-13
4
C
false
793331
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Class A Common Stock
793331
725675
I
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Class D Common Stock
2024-05-13
4
J
false
676
D
Class A Common Stock
676
724999
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. 1,083,440 Class C Shares and 315,165 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. 212,524 Class C Shares and 68,117 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. 21,714 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
2024-05-15
By: /s/ Drew Weilbacher as Chief Compliance Officer
2024-05-15
By: /s/ Drew Weilbacher as Chief Compliance Officer
2024-05-15
By: /s/ Drew Weilbacher as Chief Compliance Officer
2024-05-15
By: /s/ Drew Weilbacher as Chief Compliance Officer
2024-05-15