TSG7 A Aiv VI, L.P.'s Form 4 filing
Dutch Bros Inc. (BROS) · filed Nov 17, 2023
- Accession no.
- 0000950170-23-064962
- Filed
- Nov 17, 2023, 8:29 PM ET
- Trade date
- Nov 15, 2023
- 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 $158.9M. 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 |
|---|---|---|---|---|---|---|---|---|
| Nov 15, 2023 | Class C Common Stock | JOtherDisposed | −3,992,824 | –F1 | – | 32,887,719 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | CConversionAcquired | +3,992,824 | –F1 | – | 4,010,874 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | SSaleDisposed | −3,992,824 | $28.16 | −$112,437,923.84 | 18,050 | Indirect | |
| Nov 15, 2023 | Class C Common Stock | JOtherDisposed | −219,510 | –F4 | – | 32,668,209 | Indirect | |
| Nov 15, 2023 | Class C Common Stock | JOtherDisposed | −230,778 | –F1 | – | 2,260,831 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | CConversionAcquired | +230,778 | –F1 | – | 230,778 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | SSaleDisposed | −230,778 | $28.16 | −$6,498,708.48 | 0 | Indirect | |
| Nov 15, 2023 | Class C Common Stock | JOtherDisposed | −48,408 | –F5 | – | 2,212,423 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | CConversionAcquired | +1,093,666 | –F6 | – | 1,093,666 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | SSaleDisposed | −1,093,666 | $28.16 | −$30,797,634.56 | 0 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | CConversionAcquired | +323,884 | –F6 | – | 323,884 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | SSaleDisposed | −323,884 | $28.16 | −$9,120,573.44 | 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 |
|---|---|---|---|---|---|---|---|---|
| Nov 15, 2023 | Class A Common Stock | CConversionDisposed | −3,992,824 | –F1 | – | 32,887,719 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | JOtherDisposed | −219,510 | –F4 | – | 32,668,209 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | CConversionDisposed | −230,778 | –F1 | – | 2,260,831 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | JOtherDisposed | −48,408 | –F5 | – | 2,212,423 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | CConversionDisposed | −1,093,666 | –F6 | – | 8,447,554 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | JOtherDisposed | −1,453 | –F9 | – | 8,446,101 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | CConversionDisposed | −323,884 | –F6 | – | 2,512,927 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | JOtherDisposed | −123 | –F10 | – | 2,512,804 | 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. 219,510 Class C Shares and 219,510 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. 48,408 Class C Shares and 48,408 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. 1,453 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.