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

Dutch Bros Inc. (BROS) · filed May 15, 2024

Accession no.
0000950170-24-060729
Filed
May 15, 2024, 7:34 PM ET
Trade date
May 13, 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 $456.2M. 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
May 13, 2024Class C Common StockJOtherDisposed−9,240,193–F1–10,507,486Indirect
May 13, 2024Class A Common StockCConversionAcquired+9,240,193–F1–9,258,243Indirect
May 13, 2024Class A Common StockSSaleDisposed−9,240,193$34.65−$320,172,687.4518,050Indirect
May 13, 2024Class C Common StockJOtherDisposed−1,083,440–F4–9,424,046Indirect
May 13, 2024Class C Common StockJOtherDisposed−460,102–F1–893,987Indirect
May 13, 2024Class A Common StockCConversionAcquired+460,102–F1–460,102Indirect
May 13, 2024Class A Common StockSSaleDisposed−460,102$34.65−$15,942,534.30Indirect
May 13, 2024Class C Common StockJOtherDisposed−212,524–F5–681,463Indirect
May 13, 2024Class A Common StockCConversionAcquired+2,672,601–F6–2,672,601Indirect
May 13, 2024Class A Common StockSSaleDisposed−2,672,601$34.65−$92,605,624.650Indirect
May 13, 2024Class A Common StockCConversionAcquired+793,331–F6–793,331Indirect
May 13, 2024Class A Common StockSSaleDisposed−793,331$34.65−$27,488,919.150Indirect

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
May 13, 2024Class A Common StockCConversionDisposed−9,240,193–F1–10,507,486Indirect
May 13, 2024Class A Common StockJOtherDisposed−1,083,440–F4–9,424,046Indirect
May 13, 2024Class A Common StockCConversionDisposed−460,102–F1–893,987Indirect
May 13, 2024Class A Common StockJOtherDisposed−212,524–F5–681,463Indirect
May 13, 2024Class A Common StockCConversionDisposed−2,672,601–F6–2,416,940Indirect
May 13, 2024Class A Common StockJOtherDisposed−21,714–F9–2,395,226Indirect
May 13, 2024Class A Common StockCConversionDisposed−793,331–F6–725,675Indirect
May 13, 2024Class A Common StockJOtherDisposed−676–F10–724,999Indirect

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. 1,083,440 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. 212,524 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. 21,714 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)