Weber-Stephen Management Pool LLC - Jan 26, 2023 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: Jan 26, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/30/2023, 06:29 PM
Previous filing: Jan 10, 2023
Next filing: Feb 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WEBR	Class B Common Stock	Conversion of derivative security		+181K	+2.18%		8.48M	Jan 26, 2023	Direct	F1, F2, F3, F4

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	Conversion of derivative security		-483K	-68.29%		224K	Jan 26, 2023	Class A Common Stock	483K	$5.79	Direct	F3, F4, F5, F6
transaction	WEBR	Profits Units in Weber HoldCo LLC	Conversion of derivative security		-483K	-68.29%		224K	Jan 26, 2023	Class A Common Stock	483K	$7.50	Direct	F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects the issuance of shares of Class B common stock of the issuer ("Class B Common Stock") (and a corresponding number of common units of Weber HoldCo LLC ("LLC Units")) to the reporting person upon the conversion of Profits Units (as defined below) based on the intrinsic or spread value of the Profits Units at the time of conversion.
F2	Reflects shares of Class B Common Stock and LLC Units which the reporting person holds on behalf of individuals who hold corresponding units in the reporting person (each a "Management Holder").
F3	The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the applicable Management Holder at such Management Holder's election, in which case such Management Holder may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A common stock of the issuer ("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	The reporting person has voting and dispositive power over securities held by it, which power is exercised by action of the three managers of the reporting person. 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.
F5	Reflects profits units in Weber HoldCo LLC (the "Profits Units") which the reporting person holds on behalf of Management Holders. 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 applicable Management Holder's election, 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 Weber HoldCo LLC).
F6	Any Profits Units that have not been converted into LLC Units may 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 applicable Management Holder's termination of employment.