Sec Form 13G Filing - MAINSAIL GP III LLC filing for Brilliant Earth Group Inc. (BRLT) - 2022-02-11

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.)*

 

 

Brilliant Earth Group, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

109504100

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

 

 

Rule 13d-1(b)

 

 

Rule 13d-1(c)

 

 

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  1.   

Names of Reporting Persons

 

Mainsail GP III, LLC

 
  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☐

 

 
  3.  

SEC Use Only

 

 
  4.  

Citizenship or Place of Organization

 

Delaware

 

Number of Shares

Beneficially Owned By Each Reporting

Person With

     5.    

Sole Voting Power

 

0

 
     6.   

Shared Voting Power

 

31,903,720

 
     7.   

Sole Dispositive Power

 

0

 
     8.   

Shared Dispositive Power

 

31,903,720

 
  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

31,903,720(1)

 
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares        ☐

 

 
11.  

Percent of Class Represented By Amount in Row (9)

 

76.8%(2)

 
12.  

Type of Reporting Person (See Instructions)

 

OO

 

 

(1)

Represents 31,903,720 shares of Class A Common Stock issuable upon the exchange of an equal number of limited liability company units of Brilliant Earth LLC (“Units”). Upon exchange of Units for Class A Common Stock, an equal number of shares of the Issuer’s Class B common stock (“Class B Common Stock”) will be delivered to the Issuer and cancelled for no consideration.

(2)

Calculated based on (i) 9,583,332 shares of Class A Common Stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021 and (ii) 31,965,771 shares of Class A Common Stock issuable in respect of the shares of Class B Common Stock and Units.


  1.   

Names of Reporting Persons

 

Mainsail Partners III, L.P.

 
  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☐

 

 
  3.  

SEC Use Only

 

 
  4.  

Citizenship or Place of Organization

 

Delaware

 

Number of Shares

Beneficially Owned By Each Reporting

Person With

     5.    

Sole Voting Power

 

0

 
     6.   

Shared Voting Power

 

31,213,636

 
     7.   

Sole Dispositive Power

 

0

 
     8.   

Shared Dispositive Power

 

31,213,636

 
  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

31,216,636(1)

 
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares        ☐

 

 
11.  

Percent of Class Represented By Amount in Row (9)

 

75.1%(2)

 
12.  

Type of Reporting Person (See Instructions)

 

PN

 

 

(1)

Represents 31,213,636 shares of Class A Common Stock issuable upon exchange of an equal number of Units.

(2)

Calculated based on (i) 9,583,332 shares of Class A Common Stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021 and (ii) 31,965,771 shares of Class A Common Stock issuable upon exchange of an equal number of Units.


  1.   

Names of Reporting Persons

 

Mainsail Co-Investors III, L.P.

 
  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☐

 

 
  3.  

SEC Use Only

 

 
  4.  

Citizenship or Place of Organization

 

Delaware

 

Number of Shares

Beneficially Owned By Each Reporting

Person With

     5.    

Sole Voting Power

 

0

 
     6.   

Shared Voting Power

 

690,084

 
     7.   

Sole Dispositive Power

 

0

 
     8.   

Shared Dispositive Power

 

690,084

 
  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

690,084(1)

 
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares        ☐

 

 
11.  

Percent of Class Represented By Amount in Row (9)

 

1.7%(2)

 
12.  

Type of Reporting Person (See Instructions)

 

PN

 

 

(1)

Represents 690,084 shares of Class A Common Stock issuable upon exchange of an equal number of Units.

(2)

Calculated based on (i) 9,583,332 shares of Class A Common Stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021 and (ii) 31,965,771 shares of Class A Common Stock issuable upon exchange of an equal number of Units.


  1.   

Names of Reporting Persons

 

MAINSAIL INCENTIVE PROGRAM, LLC

 
  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☐

 

 
  3.  

SEC Use Only

 

 
  4.  

Citizenship or Place of Organization

 

Delaware

 

Number of Shares

Beneficially Owned By Each Reporting

Person With

     5.    

Sole Voting Power

 

0

 
     6.   

Shared Voting Power

 

62,051

 
     7.   

Sole Dispositive Power

 

0

 
     8.   

Shared Dispositive Power

 

62,051

 
  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

62,051(1)

 
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares        ☐

 

 
11.  

Percent of Class Represented By Amount in Row (9)

 

0.1%(2)

 
12.  

Type of Reporting Person (See Instructions)

 

OO

 

 

(1)

Represents 62,051 shares of Class A Common Stock issuable upon exchange of an equal number of Units.

(2)

Calculated based on (i) 9,583,332 shares of Class A Common Stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021 and (ii) 31,965,771 shares of Class A Common Stock issuable upon exchange of an equal number of Units.


  1.   

Names of Reporting Persons

 

MAINSAIL MANAGEMENT COMPANY, LLC

 
  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☐

 

 
  3.  

SEC Use Only

 

 
  4.  

Citizenship or Place of Organization

 

Delaware

 

Number of Shares

Beneficially Owned By Each Reporting

Person With

     5.    

Sole Voting Power

 

0

 
     6.   

Shared Voting Power

 

62,051

 
     7.   

Sole Dispositive Po wer

 

0

 
     8.   

Shared Dispositive Power

 

62,051

 
  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

62,051(1)

 
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares        ☐

 

 
11.  

Percent of Class Represented By Amount in Row (9)

 

0.1%(2)

 
12.  

Type of Reporting Person (See Instructions)

 

OO

 

 

(1)

Represents 62,051 shares of Class A Common Stock issuable upon exchange of an equal number of Units.

(2)

Calculated based on (i) 9,583,332 shares of Class A Common Stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021 and (ii) 31,965,771 shares of Class A Common Stock issuable upon exchange of an equal number of Units.


  1.   

Names of Reporting Persons

 

Gavin Turner

 
  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☐

 

 
  3.  

SEC Use Only

 

 
  4.  

Citizenship or Place of Organization

 

United States of America

 

Number of Shares

Beneficially Owned By Each Reporting

Person With

     5.    

Sole Voting Power

 

0

 
     6.   

Shared Voting Power

 

31,965,771

 
     7.   

Sole Dispositive Power

 

0

 
     8.   

Shared Dispositive Power

 

31,965,771

 
  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

31,965,771(1)

 
10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares        ☐

 

 
11.  

Percent of Class Represented By Amount in Row (9)

 

76.9%(2)

 
12.  

Type of Reporting Person (See Instructions)

 

IN

 

 

(1)

Represents 31,965,771 shares of Class A Common Stock issuable upon exchange of an equal number of Units.

(2)

Calculated based on (i) 9,583,332 shares of Class A Common Stock outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021 and (ii) 31,965,771 shares of Class A Common Stock upon exchange of an equal number of Units.


Item 1(a).

Name of Issuer

Brilliant Earth Group, Inc.

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

300 Grant Avenue, Third Floor

San Francisco, CA 94108

 

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

  (i)

Mainsail GP III, LLC (“GP III”)

 

  (ii)

Mainsail Partners III, L.P. (“MP III”)

 

  (iii)

Mainsail Co-Investors III, L.P. (“MCOI”)

 

  (iv)

Mainsail Incentive Program, LLC (“MIP”)

 

  (v)

Mainsail Management Company, LLC (“MMC”)

 

  (vi)

Gavin Turner

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

500 West 5th Street, Suite 1100

Austin, TX 78701

 

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

 

Item 2(d).

Title of Class of Securities

Class A common stock

 

Item 2(e).

CUSIP Number

109504100

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Not Applicable.

 

Item 4.

Ownership

 

  (a)

Amount beneficially owned: See responses to Item 9 on each cover page.

 

  (b)

Percent of Class: See responses to Item 11 on each cover page.

 

  (c)

Number of shares as to which the Reporting Person has:

 

  (i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.


  (ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

 

  (iv)

Shared power to dispose or to dir ect the disposition of:

See responses to Item 8 on each cover page. GP III is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with Gavin Turner possessing a veto right with respect to the voting and dispositive power of the securities held by MP III and MCOI. MMC is the managing member of MIP and Gavin Turner is sole Manager of MMC. This Statement shall not be construed as an admission that any of the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of the reported securities.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

Not Applicable.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022

 

MAINSAIL GP III, LLC
By:   /s/ Gavin Turner
Name:   Gavin Turner
Title:   Managing Director


EXHIBIT LIST

Exhibit A            Joint Filing Agreement, dated as of February 11, 2022


EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common stock, par value $0.0001 per share, of Brilliant Earth Group, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed by Mainsail GP III, LLC as the designated filer on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:    February 11, 2022

 

MAINSAIL GP III, LLC
By:  

/s/ Gavin Turner

Name:           Gavin Turner
Title:   Managing Director

 

MAINSAIL PARTNERS III, L.P.

By: Mainsail GP III, LLC, its general partner

By:  

/s/ Gavin Turner

Name:           Gavin Turner
Title:   Managing Director

 

MAINSAIL CO-INVESTORS III, L.P.

By: Mainsail GP III, LLC, its general partner

By:  

/s/ Gavin Turner

Name:           Gavin Turner
Title:   Managing Director

 

MAINSAIL INCENTIVE PROGRAM, LLC

By: Mainsail Management Company, LLC, its managing member

By:  

/s/ Gavin Turner

Name:           Gavin Turner
Title:   Managing Director

 

MAINSAIL MANAGEMENT COMPANY, LLC
By:  

/s/ Gavin Turner

Name:           Gavin Turner
Title:   Managing Director

 

By:  

/s/ Gavin Turner

Name:           Gavin Turner