Sec Form 3/A Filing - TGAM Agribusiness Fund Holdings LP @ Vintage Wine Estates, Inc. - 2021-06-07

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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TGAM Agribusiness Fund Holdings LP
2. Issuer Name and Ticker or Trading Symbol
Vintage Wine Estates, Inc. [ VWE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AGR PARTNERS LLC, 221 1ST STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/07/2021
(Street)
DAVIS, CA95616
4. If Amendment, Date Original Filed (MM/DD/YY)
06/17/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 1,650,000 ( 1 ) D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TGAM Agribusiness Fund Holdings LPC/O AGR PARTNERS LLC
221 1ST STREET
DAVIS, CA95616
X
TGAM Agribusiness Fund LP
C/O AGR PARTNERS LLC
221 1ST STREET
DAVIS, CA95616
X
TGAM Agribusiness Fund-B LP
C/O AGR PARTNERS LLC
221 1ST STREET
DAVIS, CA95616
X
Ourso A. Justin IV
C/O AGR PARTNERS LLC
221 1ST STREET
DAVIS, CA95616
X
AGR Partners LLC
C/O AGR PARTNERS LLC
221 1ST STREET
DAVIS, CA95616
X
Knudsen Ejnar A III
C/O AGR PARTNERS LLC
221 1ST STREET
DAVIS, CA95616
X
TGAM Agribusiness Fund GP LLC
C/O AGR PARTNERS LLC
221 1ST STREET
DAVIS, CA95616
X
Signatures
/s/ Christine Taylor, Vice President of AGR Partners LLC, as subadvisor of TGAM AGRIBUSINESS FUND HOLDINGS LP 06/29/2021
Signature of Reporting Person Date
/s/ Christine Taylor, Vice President of AGR Partners LLC, as subadvisor of TGAM AGRIBUSINESS FUND LP 06/29/2021
Signature of Reporting Person Date
/s/ Christine Taylor, Vice President of AGR Partners LLC, as subadvisor of TGAM AGRIBUSINESS FUND-B LP 06/29/2021
Signature of Reporting Person Date
/s/ Christine Taylor, Vice President of TGAM AGRIBUSINESS FUND GP LLC 06/29/2021
Signature of Reporting Person Date
/s/ Christine Taylor, Vice President of AGR Partners LLC 06/29/2021
Signature of Reporting Person Date
/s/ Ejnar A. Knudsen III 06/29/2021
Signature of Reporting Person Date
/s/ A. Justin Ourso IV 06/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for shares of Vintage Wine Estates, Inc., a California corporation ("VWE"), on June 7, 2021, upon the closing of the business combination set forth in the transaction agreement, dated as of February 3, 2021, by and among Bespoke Capital Acquisition Corp. ("BCAC"), VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC, VWE, Bespoke Sponsor Capital LP, and Darrell D. Swank as the seller representative (and upon consummation of the business combination, the surviving Issuer as renamed "Vintage Wine Estates, Inc.").
( 2 )TGAM Agribusiness Fund Holdings LP ("TGAM Holdings") is the record owner of the shares of Common Stock reported as beneficially owned herein. TGAM Agribusiness Fund LP ("TGAM Fund A") and TGAM Agribusiness Fund-B LP ("TGAM Fund B") together hold 100% of the equity interests in TGAM Holdings. TGAM Agribusiness Fund GP LLC ("TGAM GP") is the general partner of TGAM Fund A and TGAM Fund B. AGR Partners LLC ("AGR") is the managing member of TGAM GP. Mr. Knudsen is AGR's president and chief executive officer and a member of AGR's board of directors and investment committee. Mr. Ourso is a member of AGR's board of directors and investment committee. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned herein except to the extent of its or his pecuniary interest therein.

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