TSG7 A Aiv VI, L.P.'s Form 4 filing
Dutch Bros Inc. (BROS) · filed Mar 28, 2024
- Accession no.
- 0000899243-24-000239
- Filed
- Mar 28, 2024, 7:02 PM ET
- Trade date
- Mar 26, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 12 non-derivative transactions and 8 derivative transactions. Open-market sales total $271.0M. 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 |
|---|---|---|---|---|---|---|---|---|
| Mar 26, 2024 | Class C Common Stock | JOtherDisposed | −5,664,343 | –F1 | – | 20,062,840 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | CConversionAcquired | +5,664,343 | –F1 | – | 5,682,393 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | SSaleDisposed | −5,664,343 | $33.88 | −$191,879,619.13 | 18,050 | Indirect | |
| Mar 26, 2024 | Class C Common Stock | JOtherDisposed | −315,165 | –F4 | – | 19,747,675 | Indirect | |
| Mar 26, 2024 | Class C Common Stock | JOtherDisposed | −324,735 | –F1 | – | 1,422,205 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | CConversionAcquired | +324,735 | –F1 | – | 324,735 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | SSaleDisposed | −324,735 | $33.88 | −$11,000,398.13 | 0 | Indirect | |
| Mar 26, 2024 | Class C Common Stock | JOtherDisposed | −68,117 | –F5 | – | 1,354,088 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | CConversionAcquired | +1,551,187 | –F6 | – | 1,551,187 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | SSaleDisposed | −1,551,187 | $33.88 | −$52,546,459.63 | 0 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | CConversionAcquired | +459,735 | –F6 | – | 459,735 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | SSaleDisposed | −459,735 | $33.88 | −$15,573,523.13 | 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 26, 2024 | Class A Common Stock | CConversionDisposed | −5,664,343 | –F1 | – | 20,062,840 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | JOtherDisposed | −315,165 | –F4 | – | 19,747,675 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | CConversionDisposed | −324,735 | –F1 | – | 1,422,205 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | JOtherDisposed | −68,117 | –F5 | – | 1,354,088 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | CConversionDisposed | −1,551,187 | –F6 | – | 5,095,908 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | JOtherDisposed | −6,367 | –F9 | – | 5,089,541 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | CConversionDisposed | −459,735 | –F6 | – | 1,519,180 | Indirect | |
| Mar 26, 2024 | Class A Common Stock | JOtherDisposed | −174 | –F10 | – | 1,519,006 | 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. 315,165 Class C Shares and 315,165 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. 68,117 Class C Shares and 68,117 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. 6,367 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.