Weber-Stephen Management Pool LLC - Nov 7, 2022 Form 4 Insider Report for Weber Inc. (WEBR)

Role
10%+ Owner
Signature
/s/ Erik Chalut as Attorney-in-Fact for Weber-Stephen Management Pool LLC
Stock symbol
WEBR
Transactions as of
Nov 7, 2022
Transactions value $
$0
Form type
4
Date filed
12/6/2022, 06:27 PM
Previous filing
Jul 26, 2022
Next filing
Nov 30, 2022

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 Disposed to Issuer $0 -178K -7.72% $0.00 2.13M Nov 7, 2022 Class A Common Stock 178K $8.98 Direct F1, F2, F3, F4
transaction WEBR Profits Units in Weber HoldCo LLC Disposed to Issuer $0 -88.9K -7.72% $0.00 1.06M Nov 7, 2022 Class A Common Stock 88.9K $10.55 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the forfeiture of certain unvested Profits Units (as defined below) in connection with certain employees who forfeited corresponding units in the reporting person in connection with performance metrics applicable to the corresponding units not being fully achieved.
F2 Reflects profits units in Weber HoldCo LLC (the "Profits Units") held by the reporting person for the benefit of individuals who hold corresponding units in the reporting person (each a "Management Holder"). 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 common units of Weber HoldCo LLC (the "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 (the "Class B Common Stock") would be issued to the reporting person).
F3 Class B Common Stock and LLC Units will then be distributed to the applicable Management Holder who holds corresponding units in the reporting person, in which case, such 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 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.