Andrew S. Weinberg - Feb 14, 2022 Form 3 Insider Report for QualTek Services Inc. (QTEK)

Role
Director, 10%+ Owner
Signature
/s/ Joseph Bartek, Authorized Signatory for Andrew S. Weinberg
Stock symbol
QTEK
Transactions as of
Feb 14, 2022
Transactions value $
$0
Form type
3
Date filed
2/24/2022, 07:37 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding QTEK Class A Common Stock 12.7M Feb 14, 2022 See footnotes F1, F2
holding QTEK Class B Common Stock 13.9M Feb 14, 2022 See footnotes F1, F3

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
holding QTEK Common Units Feb 14, 2022 Class A Common Stock 13.9M See footnote F1, F3, F4
holding QTEK Earnout Shares Feb 14, 2022 Class A Common Stock 2.27M See footnote F5, F6
holding QTEK Earnout Units Feb 14, 2022 Class A Common Stock 2.68M See footnote F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mr. Weinberg is a director of QualTek Services Inc. (the "Registrant") and the Managing Member of Brightstar GP Investors, LLC ("Brightstar GP"). Brightstar GP is the general partner of Brightstar Associates, L.P. ("Brightstar Associates"). Brightstar Associates is the general partner of Brightstar Capital Partners QualTek Holdings, L.P., which in turn is the sole member of BCP QualTek, LLC ("BCP LLC") and BCP QualTek II, LLC ("BCP II LLC"). Brightstar Associates is also the general partner of BCP QualTek Investor Holdings, L.P. ("BCP L.P."), BCP Strategic AIV Investor Holdings-2, L.P. ("BCP AIV-2") and BCP AIV Investor Holdings-3 ("BCP AIV-3"). Mr. Weinberg may be deemed to beneficially own the securities held by BCP AIV-3, BCP AIV-2, BCP L.P., BCP LLC and BCP II LLC, but he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F2 The reported securities consist of (i) 3,737,553 shares of Class A Common Stock of the Registrant ("Class A Shares") held by BCP AIV-3; (ii) 4,293,191 Class A Shares held by BCP AIV-2; (iii) 4,237,652 Class A Shares held by BCP L.P.; and (iv) 405,543 Class A Shares held by BCP LLC.
F3 The reported securities consist of (i) 11,780,782 shares of Class B Common Stock of the Registrant ("Class B Shares") held by BCP LLC; and (ii) 2,158,223 Class B Shares held by BCP II LLC. Class B Shares confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Shares. Upon exchange of Common Units of QualTek HoldCo, LLC ("QualTek HoldCo") that are held by BCP LLC and BCP II LLC and reported in Table II hereof, an equal number of shares of Class B Shares will be delivered to the Registrant and cancelled for no consideration.
F4 Pursuant to the Third Amended and Restated Limited Liability Company Agreement, dated February 14, 2022, by and among the Registrant and the other parties thereto, each Common Unit (together with one Class B Share for every Common Unit) is exchangeable for one Class A Share, subject to certain restrictions set forth therein.
F5 The reported securities consist of (i) 626,122 Earnout Shares held by BCP AIV-3; (ii) 719,230 Earnout Shares held by BCP AIV-2; and (iii) 929,582 Earnout Shares held by BCP L.P. The reported securities will be subject to certain restrictions on transfer and voting and potential forfeiture pending the achievement of the earnout targets. Pursuant to a Business Combination Agreement by and among the Registrant and certain other parties thereto, dated as of June 16, 2021 (as subsequently amended, modified or restated, the "BCA"), the applicable restrictions on transfer and voting will cease for 50% of the Earnout Shares if, on or any time prior to the fifth anniversary of the date of the closing of the business combination (the "Closing"), the closing sale price per Class A Share equals or exceeds $15.00 for 20 trading days of any 30 consecutive trading day period following the Closing.
F6 The applicable restrictions on transfer and voting will cease for 50% of the Earnout Shares if, on or any time prior to the fifth anniversary of the Closing, the closing sale price per Class A Share equals or exceeds $18.00 for 20 trading days of any 30 consecutive trading day period following the Closing. The earnout period will be five years from the date of the Closing. Any Earnout Shares that are not earned as of the end of the day on the fifth anniversary of the Closing shall be forfeited to the Registrant, and the Earnout Shares will be cancelled and retired with no persons having any rights with respect thereto.
F7 The reported securities consist of 2,678,374 Earnout Units held by BCP LLC. The reported securities will be subject to certain restrictions on transfer and voting and potential forfeiture pending the achievement of the earnout targets. Pursuant to the BCA, the applicable restrictions on transfer and voting will cease for 50% of the Earnout Units if, on or any time prior to the fifth anniversary of the Closing, the closing sale price per Class A Share equals or exceeds $15.00 for 20 trading days of any 30 consecutive trading day period following the Closing. The applicable restrictions on transfer and voting will cease for 50% of the Earnout Units if, on or any time prior to the fifth anniversary of the Closing, the closing sale price per Class A Share equals or exceeds $18.00 for 20 trading days of any 30 consecutive trading day period following the Closing.
F8 The earnout period will be five years from the date of the Closing. Any Earnout Units that are not earned as of the end of the day on the fifth anniversary of the Closing shall be forfeited to the Registrant, and the Earnout Units will be cancelled and retired with no persons having any rights with respect thereto.

Remarks:

Exhibit List: Exhibit 24.1 - Statement Appointing Designated Filer and Authorized Signatories;