Weber-Stephen Management Pool LLC - Aug 9, 2021 Form 3 Insider Report for Weber Inc. (WEBR)

Role
10%+ Owner
Signature
/s/ Philip Zadeik as Attorney-in-Fact for Weber-Stephen Management Pool LLC
Stock symbol
WEBR
Transactions as of
Aug 9, 2021
Transactions value $
$0
Form type
3
Date filed
8/19/2021, 06:11 PM
Next filing
Aug 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WEBR Class B Common Stock 7.74M Aug 9, 2021 Direct

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
holding WEBR Common Units of Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 7.74M Direct F1, F2, F3
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 1.4M $5.87 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 2.07M $5.88 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 311K $6.20 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 362K $6.21 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 1.4M $7.58 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 2.07M $7.60 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 311K $7.99 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 362K $8.00 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 2.37M $9.10 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 826K $9.11 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 1.4M $9.29 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 2.07M $9.31 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 311K $9.78 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 1.39M $9.79 Direct F4, F5, F6
holding WEBR Profits Units in Weber HoldCo LLC Aug 9, 2021 Class A Common Stock 1.19M $10.67 Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects shares of Class B Common Stock of the issuer (the "Class B Common Stock") and common units of Weber HoldCo LLC (the "LLC Units") held by the reporting person for the benefit of holders of corresponding units in the reporting person (each a "Management Holder"). The reporting person has voting and dispositive power over shares held by it, which power is exercised by action of the three managers of Management Pool LLC.
F2 Each manager has one vote, and the approval of a majority of the managers is required to approve an action. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein.
F3 Class B Common Stock and LLC Units will be distributed to the applicable Management Holder who holds corresponding units in the reporting person, in which case, the Management Holder may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock (the "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 do not expire.
F4 Reflects profits units in Weber HoldCo LLC (the "Profits Units"). Generally, the Profits Units vest based on the continued service of the applicable Management Holder who holds corresponding units in the reporting person. The Profits Units are convertible, at the election of the relevant Management Holder, into 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 would be issued to the reporting person).
F5 The LLC Units (and a corresponding number of shares of Class B Common Stock) will then be distributed to relevant the Management Holder at the Management Holder's election, in which case the Management Holder 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.
F6 The Profits Units were received by the reporting person 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 relevant Management Holder's termination of employment. The LLC Units do not expire.