TSG7 A Aiv VI, L.P.'s Form 4 filing
Dutch Bros Inc. (BROS) · filed Mar 14, 2022
- Accession no.
- 0000899243-22-010976
- Filed
- Mar 14, 2022, 9:21 PM ET
- Trade date
- Mar 10, 2022
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 12 non-derivative transactions and 8 derivative transactions. Open-market sales total $257.4M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| TSG7 A Aiv VI, L.P.CIK 0001882774 | 10% Owner |
| TSG7 A AIV VI Holdings-A, L.P.CIK 0001882775 | 10% Owner |
| TSG7 A Management LLCCIK 0001882776 | 10% Owner |
| DG Coinvestor Blocker Aggregator, L.P.CIK 0001882834 | 10% Owner |
| Dutch Holdings LLCCIK 0001883107 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 10, 2022 | Class C Common Stock | JOtherDisposed | −3,469,451 | –F1 | – | 42,460,064 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | CConversionAcquired | +3,469,451 | –F1 | – | 3,487,501 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | SSaleDisposed | −3,469,451 | $51.47 | −$178,572,642.97 | 18,050 | Indirect | |
| Mar 10, 2022 | Class C Common Stock | JOtherDisposed | −656,058 | –F4 | – | 41,804,006 | Indirect | |
| Mar 10, 2022 | Class C Common Stock | JOtherDisposed | −151,123 | –F1 | – | 2,925,572 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | CConversionAcquired | +151,123 | –F1 | – | 151,123 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | SSaleDisposed | −151,123 | $51.47 | −$7,778,300.81 | 0 | Indirect | |
| Mar 10, 2022 | Class C Common Stock | JOtherDisposed | −116,539 | –F5 | – | 2,809,033 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | CConversionAcquired | +1,062,461 | –F6 | – | 1,062,461 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | SSaleDisposed | −1,062,461 | $51.47 | −$54,684,867.67 | 0 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | CConversionAcquired | +316,965 | –F6 | – | 316,965 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | SSaleDisposed | −316,965 | $51.47 | −$16,314,188.55 | 0 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 10, 2022 | Class A Common Stock | CConversionDisposed | −3,469,451 | –F1 | – | 42,460,064 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | JOtherDisposed | −656,058 | –F4 | – | 41,804,006 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | CConversionDisposed | −151,123 | –F1 | – | 2,925,572 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | JOtherDisposed | −116,539 | –F4 | – | 2,809,033 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | CConversionDisposed | −1,062,461 | –F8 | – | 10,845,896 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | JOtherDisposed | −15,831 | –F8 | – | 10,830,065 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | CConversionDisposed | −316,965 | –F8 | – | 3,215,921 | Indirect | |
| Mar 10, 2022 | Class A Common Stock | JOtherDisposed | −384 | –F8 | – | 3,215,537 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.
Referenced by the price of 4 transactions in Table I and 2 transactions in Table II.
- F4
Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 319,404 Class C Shares and 319,404 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F5
Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 116,539 Class C Shares and 116,539 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Referenced by the price of 1 transaction in Table I.
- F6
Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.
Referenced by the price of 2 transactions in Table I.
- F8
The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.
Referenced by the price of 4 transactions in Table II.