Chris M. Scherzinger - Aug 9, 2021 Form 4 Insider Report for Weber Inc. (WEBR)

Signature
/s/ Philip Zadeik as Attorney-in-Fact for Chris M. Scherzinger
Stock symbol
WEBR
Transactions as of
Aug 9, 2021
Transactions value $
$0
Form type
4
Date filed
8/11/2021, 08:38 PM
Previous filing
Aug 4, 2021
Next filing
Oct 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEBR Class B Common Stock Award $0 +207K $0.00 207K Aug 9, 2021 See footnote F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WEBR Profits Units in Weber HoldCo LLC Award +2.07M 2.07M Aug 9, 2021 Class A Common Stock 2.07M $5.88 See footnotes F1, F2
transaction WEBR Profits Units in Weber HoldCo LLC Award +2.07M 2.07M Aug 9, 2021 Class A Common Stock 2.07M $7.60 See footnotes F1, F2
transaction WEBR Profits Units in Weber HoldCo LLC Award +2.07M 2.07M Aug 9, 2021 Class A Common Stock 2.07M $9.31 See footnotes F1, F2
transaction WEBR LLC Units in Weber HoldCo LLC Award +207K 207K Aug 9, 2021 Class A Common Stock 207K $0.00 See footnote F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects profits units in Weber HoldCo LLC (the "Profits Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding profits units of Weber-Stephen Management Pool LLC ("Management Pool LLC"), 1/3 of which are vested and the remaining 2/3 of which vest in equal installments on April 22, 2022 and April 21, 2023. The Profits Units are convertible, at the reporting person's election, into common units of Weber HoldCo LLC ("LLC Units") based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B common stock of the issuer ("Class B Common Stock") would be issued to Weber HoldCo LLC). The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the reporting person at the reporting person's election, in which case
F2 (cont'd from fn 1) the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The Profits Units were received by Management Pool LLC in the reorganization transactions effected in connection with the issuer's initial public offering in replacement of historical units of a predecessor entity. Any Profits Units that have not been converted into LLC Units will automatically be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the reporting person's termination of employment. The LLC Units do not expire.
F3 Reflects shares of Class B Common Stock and LLC Units which the reporting person holds an indirect pecuniary interest through ownership of corresponding common units of Management Pool LLC. The LLC Units (and corresponding shares of Class B Common Stock) may be distributed to the reporting person at the reporting person's election, in which case the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A Common Stock on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The LLC Units were received by Management Pool LLC in the reorganization transactions effected in connection with the issuer's initial public offering in replacement of historical units of a predecessor entity. The LLC Units do not expire.