The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 13F FORM 13F COVER PAGE |
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| Report for the Calendar Year or Quarter Ended: | 06-30-2023 |
| Check here if Amendment | Amendment Number: | |
| This Amendment (Check only one.): | is a restatement. | |
| adds new holdings entries. |
| Institutional Investment Manager Filing this Report: | |
| Name: | TSG Consumer Partners LP |
| Address: | 1100 Larkspur Landing Circle, Suite 360 |
| Larkspur, CA 94939 | |
| Form 13F File Number: | 028-21829 |
| CRD Number (if applicable): | 000160826 |
| SEC File Number (if applicable): | 801-74089 |
The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.
| Person Signing this Report on Behalf of Reporting Manager: | ||||
| Name: | Drew Weilbacher | |||
| Title: | Chief Compliance Officer | |||
| Phone: | 415-217-2348 | |||
| Signature, Place, and Date of Signing: | ||||
| /s/ Drew Weilbacher | Larkspur, CA | 08-11-2023 | ||
| [Signature] | [City, State] | [Date] | ||
| TSG Consumer Partners LP (the "Reporting Manager") may be deemed to be part of a group of affiliated persons exercising investment discretion with respect to the securities in the indicated rows. Except as otherwise indicated in reports filed under such provisions, the filing of this report shall not be deemed an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, or for any other purpose, that the Reporting Manager or any other manager with respect to the securities listed herein exercises investment discretion or is a member of, or is otherwise affiliated with, such a group with respect to such securities. The filing of this report shall not be deemed an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Exchange Act and the rules thereunder, or for any other purpose, that the Reporting Manager or any other person is the beneficial owner of any securities. Dutch Bros Inc. ("BROS") share numbers are presented on an as-converted basis and comprise 18,050 shares of Class A Common Stock, 41,056,429 shares of Class C Common Stock and of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of BROS, and 12,411,419 shares of Class D Common Stock. The Class A Common LLC Units and an equal number of shares of Class C Common Stock together are exchangeable for shares of 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. The Class D Common Stock may be converted into shares of Class A Common Stock on a one-for-one basis at the discretion of the holder and have no expiration date. Robinhood Markets, Inc. ("HOOD") share numbers do not include additional shares of HOOD's Class A Common Stock issuable upon the exercise of warrants held by TSG7 B Management L.L.C. or its affiliates. | ||||
| Report Type (Check only one.): | |
| X | 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) |
| 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) | |
| 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) | |
| Form 13F Summary Page | |||||
| Report Summary: | |||||
| Number of Other Included Managers: | 3 | ||||
| Form 13F Information Table Entry Total: | 3 | ||||
| Form 13F Information Table Value Total: | 2,398,214,976 | ||||
| (round to nearest dollar) | |||||
| List of Other Included Managers: | ||||||
| Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. | ||||||
| [If there are no entries in this list, state “NONE” and omit the column headings and list entries.] | ||||||
| No. | Name | Form 13F File No. | CRD No. (if applicable) | SEC File No. (if applicable) | CIK | |
| 1 | Mallard Holdco, LLC | 028-21826 | ||||
| 2 | TSG7 A Management LLC | 028-21828 | ||||
| 3 | TSG7 B Management L.L.C. | 028-21827 | ||||