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
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Class C Common Stock
2024-05-29
4
J
false
2390847
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7033199
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Class A Common Stock
2024-05-29
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Class A Common Stock
2024-05-29
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18050
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Class C Common Stock
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By Dutch Holdings, LLC
Class C Common Stock
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Class A Common Stock
2024-05-29
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2024-05-29
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Class C Common Stock
2024-05-29
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Class A Common Stock
2024-05-29
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Class A Common Stock
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By DG Coinvestor Blocker Aggregator, L.P.
Class A Common Stock
2024-05-29
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Class A Common LLC Units
2024-05-29
4
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Class A Common Stock
2390847
7033199
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Class A Common LLC Units
2024-05-29
4
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Class A Common Stock
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Class A Common LLC Units
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Class A Common Stock
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Class A Common Stock
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Class D Common Stock
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Class A Common Stock
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Class D Common Stock
2024-05-29
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8153
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Class A Common Stock
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1694966
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Class D Common Stock
2024-05-29
4
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205789
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Class D Common Stock
2024-05-29
4
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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