Kelly Rainko - Feb 21, 2023 Form 4 Insider Report for Weber Inc. (WEBR)

Role: Director
Signature: /s/ Erik Chalut as Attorney-in-Fact for Kelly Rainko
Stock symbol: WEBR
Transactions as of: Feb 21, 2023
Transactions value $: -$1,221,032
Form type: 4
Date filed: 2/23/2023, 08:14 PM
Previous filing: Aug 31, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WEBR	Class A Common Stock	Other	-$1.22M	-152K	-100%	$8.05	0	Feb 21, 2023	Through Living Trust	F1, F2
transaction	WEBR	Class B Common Stock	Other		-833K	-100%		0	Feb 21, 2023	Through Living Trust	F1, 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	LLC Units in Weber HoldCo LLC	Other		-833K	-100%		0	Feb 21, 2023	Class A Common Stock	833K	$0.00	Through Living Trust	F1, F3, F4

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

Kelly Rainko is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
F2	Reflects shares of Class A common stock of the issuer ("Class A Common Stock") that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive the Merger consideration.
F3	Reflects shares of Class B common stock of the issuer ("Class B Common Stock") and common units of Weber HoldCo LLC ("LLC Units") held by the reporting person. The reporting person may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of 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	Pursuant to the Merger Agreement and in connection with the consummation of the Merger, underlying shares were converted into an identical number of newly issued shares of the surviving corporation.