Troy J. Shay - Aug 9, 2021 Form 4 Insider Report for Weber Inc. (WEBR)

Role: President and CCO
Signature: /s/ Philip Zadeik as Attorney-in-Fact for Troy J. Shay
Stock symbol: WEBR
Transactions as of: Aug 9, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/11/2021, 08:50 PM
Previous filing: Aug 4, 2021
Next filing: Oct 18, 2021

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

Type	Sym	Class	Transaction	Shares	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WEBR	Profits Units in Weber HoldCo LLC	Award	+725K	725K	Aug 9, 2021	Class A Common Stock	725K	$5.87	See footnote	F1, F2
transaction	WEBR	Profits Units in Weber HoldCo LLC	Award	+725K	725K	Aug 9, 2021	Class A Common Stock	725K	$7.58	See footnote	F1, F2
transaction	WEBR	Profits Units in Weber HoldCo LLC	Award	+725K	725K	Aug 9, 2021	Class A Common Stock	725K	$9.29	See footnote	F1, F2

* 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 July 9, 2022 and July 9, 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,
F2	(cont from fn 1)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 ("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.

Content

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 July 9, 2022 and July 9, 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,

(cont from fn 1)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 ("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.