0000950170-24-067562.txt : 20240531 0000950170-24-067562.hdr.sgml : 20240531 20240531191138 ACCESSION NUMBER: 0000950170-24-067562 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240529 FILED AS OF DATE: 20240531 DATE AS OF CHANGE: 20240531 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: 241011490 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: 241011491 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: 241011492 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: 241011493 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: 241011489 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 4 X0508 4 2024-05-29 true 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 false 0001883107 Dutch Holdings LLC C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA CA 94563 false false true false 0001882774 TSG7 A AIV VI, L.P. C/O TSG CONSUMER PARTNERS 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 true false 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 2024-05-29 4 J false 2390847 D 7033199 I By Dutch Holdings, LLC Class A Common Stock 2024-05-29 4 C false 2390847 A 2408897 I By Dutch Holdings, LLC Class A Common Stock 2024-05-29 4 S false 2390847 35.85 D 18050 I By Dutch Holdings, LLC Class C Common Stock 2024-05-29 4 J false 287773 D 6748426 I By Dutch Holdings, LLC Class C Common Stock 2024-05-29 4 J false 115181 D 566282 I By TSG7 A AIV VI, L.P. Class A Common Stock 2024-05-29 4 C false 115181 A 115181 I By TSG7 A AIV VI, L.P. Class A Common Stock 2024-05-29 4 S false 115181 35.85 D 0 I By TSG7 A AIV VI, L.P. Class C Common Stock 2024-05-29 4 J false 57246 D 509036 I By TSG7 A AIV VI, L.P. Class A Common Stock 2024-05-29 4 C false 692107 A 692107 I TSG7 A AIV VI Holdings-A, L.P. Class A Common Stock 2024-05-29 4 S false 692107 35.85 D 0 I TSG7 A AIV VI Holdings-A, L.P. Class A Common Stock 2024-05-29 4 C false 205789 A 205789 I By DG Coinvestor Blocker Aggregator, L.P. Class A Common Stock 2024-05-29 4 S false 205789 35.85 D 0 I By DG Coinvestor Blocker Aggregator, L.P. Class A Common LLC Units 2024-05-29 4 C false 2390847 D Class A Common Stock 2390847 7033199 I By Dutch Holdings, LLC Class A Common LLC Units 2024-05-29 4 J false 287773 D Class A Common Stock 287773 6745426 I By Dutch Holdings, LLC Class A Common LLC Units 2024-05-29 4 C false 115181 D Class A Common Stock 115181 566282 I By TSG7 A AIV VI, L.P. Class A Common LLC Units 2024-05-29 4 J false 57246 D Class A Common Stock 57246 509036 I By TSG7 A AIV VI, L.P. Class D Common Stock 2024-05-29 4 C false 692107 D Class A Common Stock 692107 1703119 I By TSG7 A AIV VI Holdings-A, L.P. Class D Common Stock 2024-05-29 4 J false 8153 D Class A Common Stock 8153 1694966 I By TSG7 A AIV VI Holdings-A, L.P. Class D Common Stock 2024-05-29 4 C false 205789 D Class A Common Stock 205789 519210 I By DG Coinvestor Blocker Aggregator, L.P. Class D Common Stock 2024-05-29 4 J false 175 D Class A Common Stock 175 519035 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. A portion of the distributed Class C Shares and 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. 57,246 Class C Shares and 57,246 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. 8,153 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 2024-05-31 By: /s/ Drew Weilbacher as Chief Compliance Officer 2024-05-31 By: /s/ Drew Weilbacher as Chief Compliance Officer 2024-05-31 By: /s/ Drew Weilbacher as Chief Compliance Officer 2024-05-31 By: /s/ Drew Weilbacher as Chief Compliance Officer 2024-05-31