TSG7 A Aiv VI, L.P.'s Form 4 filing
Dutch Bros Inc. (BROS) · filed Aug 17, 2022
- Accession no.
- 0000899243-22-029018
- Filed
- Aug 17, 2022, 5:30 PM ET
- Trade date
- Aug 15, 2022
- Filing delay
- 2 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 $255.9M. It was filed 2 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 |
|---|---|---|---|---|---|---|---|---|
| Aug 15, 2022 | Class C Common Stock | JOtherDisposed | −4,149,151 | –F1 | – | 37,654,855 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | CConversionAcquired | +4,149,151 | –F1 | – | 4,167,201 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | SSaleDisposed | −4,149,151 | $42.80 | −$177,583,662.8 | 18,050 | Indirect | |
| Aug 15, 2022 | Class C Common Stock | JOtherDisposed | −774,312 | –F4 | – | 36,880,543 | Indirect | |
| Aug 15, 2022 | Class C Common Stock | JOtherDisposed | −180,056 | –F1 | – | 2,628,977 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | CConversionAcquired | +180,056 | –F1 | – | 180,056 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | SSaleDisposed | −180,056 | $42.80 | −$7,706,396.8 | 0 | Indirect | |
| Aug 15, 2022 | Class C Common Stock | JOtherDisposed | −137,368 | –F5 | – | 2,491,609 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | CConversionAcquired | +1,272,130 | –F6 | – | 1,272,130 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | SSaleDisposed | −1,272,130 | $42.80 | −$54,447,164 | 0 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | CConversionAcquired | +378,268 | –F6 | – | 378,268 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | SSaleDisposed | −378,268 | $42.80 | −$16,189,870.4 | 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 |
|---|---|---|---|---|---|---|---|---|
| Aug 15, 2022 | Class A Common Stock | CConversionDisposed | −4,149,151 | –F1 | – | 37,654,855 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | JOtherDisposed | −774,312 | –F4 | – | 36,880,543 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | CConversionDisposed | −180,056 | –F1 | – | 2,628,977 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | JOtherDisposed | −137,368 | –F5 | – | 2,491,609 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | CConversionDisposed | −1,272,130 | –F6 | – | 9,557,935 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | JOtherDisposed | −16,715 | –F9 | – | 9,541,220 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | CConversionDisposed | −378,268 | –F6 | – | 2,837,269 | Indirect | |
| Aug 15, 2022 | Class A Common Stock | JOtherDisposed | −458 | –F10 | – | 2,836,811 | 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. 373,165 Class C Shares and 373,165 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 1 transaction in Table II.
- F5
Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 137,368 Class C Shares and 137,368 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 1 transaction in Table II.
- 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 and 2 transactions in Table II.
- F9
Represents a pro rata distribution in kind of Class D Common Stock. 16,715 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Referenced by the price of 1 transaction in Table II.
- F10
Represents a pro rata distribution in kind of Class D Common Stock.
Referenced by the price of 1 transaction in Table II.