| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BRC Inc. [ BRCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Common Stock(1) | 09/11/2024 | J(2) | 3,000,000 | D | $0 | 31,142,374 | I | Through EKNRH Holdings LLC | ||
| Class A Common Stock | 09/11/2024 | C(2) | 3,000,000 | A | $0 | 3,000,000 | D | |||
| Class A Common Stock | 09/11/2024 | S | 3,000,000 | D | $3.1993(3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units(4) | (4) | 09/11/2024 | C(2) | 3,000,000 | 08/09/2022 | (4) | Class A Common Stock | 3,000,000 | $0 | 31,142,374 | I | Through EKNRH Holdings LLC | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported securities provide no economic rights in BRC Inc. (the "Issuer") to the holder thereof but each share of Class B Common Stock ("Class B Share") entitles the holder to one vote as a common stockholder of the Issuer. |
| 2. Represents the exchange of an aggregate of 3,000,000 common units of Authentic Brands LLC (the "Common Units") for an equivalent number of shares of Class A Common Stock ("Class A Shares") of the Issuer and the forfeiture of an equivalent number of Class B Shares of the Issuer. |
| 3. The Class A Shares were sold in two block sale broker transactions at prices ranging from $3.17 to $3.4197. The weighted average price of the Class A Shares sold was $3.1993 per share. Specific details of the block sales can be provided upon request. The reporting person undertakes to provide to BRC Inc., any security holder of BRC Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth in footnote 3 to this Form 4. |
| 4. The Common Units may be exchanged by the holder (upon forfeiture of an equivalent number of Class B Shares), at any time and from time to time, for an equivalent number of Class A Shares of the Issuer (or the cash value thereof, at the election of the Issuer). |
| Remarks: |
| Evan Hafer owns the Common Units and Class B Shares reported herein through EKNRH Holdings LLC, an entity managed by him. |
| /s/ Andrew McCormick, as attorney-in-fact | 09/12/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||