Glenn W. Welling - May 1, 2024 Form 4 Insider Report for BRC Inc. (BRCC)

Signature
/s/ Glenn W. Welling
Stock symbol
BRCC
Transactions as of
May 1, 2024
Transactions value $
$0
Form type
4
Date filed
5/3/2024, 09:10 PM
Previous filing
Dec 12, 2023
Next filing
Sep 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRCC Class A Common Stock Award $0 +53.9K +79.67% $0.00 122K May 1, 2024 Direct F1, F2
holding BRCC Class A Common Stock 12.9M May 1, 2024 By: Engaged Capital Flagship Master Fund, LP F2, F3
holding BRCC Class A Common Stock 506K May 1, 2024 By: Welling Family Trust F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents awards of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. (the "Issuer") in the form of (i) 33,512 restricted stock units that vest on the first anniversary of the grant date and (ii) 20,375 restricted stock units that vest in equal quarterly installments until the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration.
F2 This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.'s (the "Issuer") outstanding Class A Common Stock. Mr. Welling is a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F3 Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
F4 Securities held in the Welling Family Trust. Mr. Welling, as Trustee of the Welling Family Trust, may be deemed to beneficially own the securities held in the Welling Family Trust.