Sec Form 4 Filing - Roney Patrick A @ Vintage Wine Estates, Inc. - 2022-12-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Roney Patrick A
2. Issuer Name and Ticker or Trading Symbol
Vintage Wine Estates, Inc. [ VWE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
937 TAHOE BOULEVARD, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2022
(Street)
INCLINE VILLAGE, NV89451
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12/07/2022 F 26,194 ( 1 ) D $ 3.42 404,086 ( 2 ) ( 3 ) D
Common Stock 02/07/2023 D 322,710 ( 4 ) D $ 0 81,376 D
Common Stock 210,400 I By IRA
Common Stock 6,516,072 I By Patrick A. Roney and Laura G. Roney Trust ( 5 )
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 Beneficial ly 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
Roney Patrick A
937 TAHOE BOULEVARD, SUITE 210
INCLINE VILLAGE, NV89451
X X Executive Chairman
Signatures
/s/ Patrick A. Roney 02/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld to cover tax withholding obligations on the vesting of 107,570 restricted stock units (RSUs).
( 2 )Due to an administrative error, the Reporting Person's prior Form 4 reporting the 02/02/2022 grant of 430,280 RSUs incorrectly stated that 25% of the RSUs vest on 08/02/2023, and 25% vest on each of 02/02/2024, 02/02/2025 and 02/02/2026. The 430,280 RSUs granted on 02/02/2022 vested 25% on 12/07/2022, and 25% vest on each of 06/07/2023, 06/07/2024 and 06/07/2025.
( 3 )Includes 322,710 unvested RSUs.
( 4 )Effective February 7, 2023, the Reporting Person ceased being the Chief Executive Officer of Vintage Wine Estates, Inc. (the "Issuer") and was appointed as Executive Chairman of the Board of Directors of the Issuer. In connection with the Reporting Person's appointment as Executive Chairman, all outstanding stock options and unvested RSUs previously granted to the Reporting Person under the Issuer's 2021 Omnibus Incentive Plan ceased to vest and any unvested awards were forfeited.
( 5 )Mr. Roney and his wife, Laura G. Roney, are co-trustees of the Trust. Mr. Roney disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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