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TSG7 A Aiv VI, L.P.'s Form 4 filing

Dutch Bros Inc. (BROS) · filed Dec 20, 2023

Accession no.
0000950170-23-072014
Filed
Dec 20, 2023, 7:35 PM ET
Trade date
Dec 18, 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 $38.0M. 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.

Reporting owners on this filing
OwnerRelationship to the company
TSG7 A Aiv VI, L.P.CIK 000188277410% Owner
TSG7 A AIV VI Holdings-A, L.P.CIK 000188277510% Owner
TSG7 A Management LLCCIK 000188277610% Owner
DG Coinvestor Blocker Aggregator, L.P.CIK 000188283410% Owner
Dutch Holdings LLCCIK 000188310710% Owner

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Dec 18, 2023Class C Common StockJOtherDisposed−915,863–F1–31,752,346Indirect
Dec 18, 2023Class A Common StockCConversionAcquired+915,863–F1–933,913Indirect
Dec 18, 2023Class A Common StockSSaleDisposed−915,863$29.34−$26,871,420.4218,050Indirect
Dec 18, 2023Class C Common StockJOtherDisposed−50,547–F4–31,701,799Indirect
Dec 18, 2023Class C Common StockJOtherDisposed−53,035–F1–2,159,388Indirect
Dec 18, 2023Class A Common StockCConversionAcquired+53,035–F1–53,035Indirect
Dec 18, 2023Class A Common StockSSaleDisposed−53,035$29.34−$1,556,046.90Indirect
Dec 18, 2023Class C Common StockJOtherDisposed−11,125–F5–2,148,263Indirect
Dec 18, 2023Class A Common StockCConversionAcquired+250,721–F6–250,721Indirect
Dec 18, 2023Class A Common StockSSaleDisposed−250,721$29.34−$7,356,154.140Indirect
Dec 18, 2023Class A Common StockCConversionAcquired+74,307–F6–74,307Indirect
Dec 18, 2023Class A Common StockSSaleDisposed−74,307$29.34−$2,180,167.380Indirect

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.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Dec 18, 2023Class A Common StockCConversionDisposed−915,863–F1–31,752,346Indirect
Dec 18, 2023Class A Common StockJOtherDisposed−50,547–F4–31,701,799Indirect
Dec 18, 2023Class A Common StockCConversionDisposed−53,035–F1–2,159,388Indirect
Dec 18, 2023Class A Common StockJOtherDisposed−11,125–F5–2,148,263Indirect
Dec 18, 2023Class A Common StockCConversionDisposed−250,721–F6–8,195,380Indirect
Dec 18, 2023Class A Common StockJOtherDisposed−415–F9–8,194,965Indirect
Dec 18, 2023Class A Common StockCConversionDisposed−74,307–F6–2,438,497Indirect
Dec 18, 2023Class A Common StockJOtherDisposed−28–F10–2,438,469Indirect

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. 50,547 Class C Shares and 50,547 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. 11,125 Class C Shares and 11,125 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. 415 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.

Read the full filing on SEC EDGAR (opens in a new tab)