MAD Private Family Trust Co LLC - Feb 21, 2023 Form 4 Insider Report for Weber Inc. (WEBR)

Role: 10%+ Owner
Signature: /s/ Richard D. Chapman as President of MAD Private Family Trust Company LLC
Stock symbol: WEBR
Transactions as of: Feb 21, 2023
Transactions value $: -$20,778,064
Form type: 4
Date filed: 2/23/2023, 08:01 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	Disposed to Issuer	-$20.8M	-2.58M	-100%	$8.05	0	Feb 21, 2023	Through MAD Family Trusts	F1, F2
transaction	WEBR	Class B Common Stock	Other		-14.2M	-100%		0	Feb 21, 2023	Through MAD Family Trusts	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 of Weber HoldCo LLC	Other		-14.2M	-100%		0	Feb 21, 2023	Class A Shares	14.2M		Through MAD Family Trusts	F1, F3, F4

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

MAD Private Family Trust Co LLC 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	Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Class A common stock of the Issuer (a "Class A Share") (other than Class A Shares held by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC and certain other Class A Shares canceled for no consideration pursuant to the Merger Agreement) was automatically canceled and converted into the right to receive $8.05.
F3	Reflects shares of Class B common stock of the Issuer (each, a "Class B Share") and common units of Weber HoldCo LLC (the "LLC Units") held indirectly by trusts (the "MAD Family Trusts") for which MAD Private Family Trust Company LLC holds voting and dispositive power. MAD Private Family Trust Company LLC exercises such voting and dispositive power through the action of an investment committee consisting of three members. Each member has one vote, and the approval of a majority of such members 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. Prior to the consummation of the Merger, holders of LLC Units had the right to require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A Shares on a one-for-one basis (at which time, a corresponding number of Class B Shares would also be cancelled on a one-for-one basis).
F4	Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each Class B Share outstanding immediately prior to the effective time of the Merger (other than certain Class B Shares canceled for no consideration pursuant to the Merger Agreement) was converted into an identical number of newly issued shares of Class B common stock of the surviving corporation. The LLC Units are no longer redeemable for the Class A Shares and are instead redeemable for the Class A common stock of the surviving corporation.