Sec Form 4 Filing - Kaufman Seth @ Vintage Wine Estates, Inc. - 2023-10-30

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 Kaufman Seth 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O VINTAGE WINE ESTATES, INC., 937 TAHOE BOULEVARD, SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2023 (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 10/30/2023 A 1,000,000 ( 1 ) A $ 0 1,000,000 D

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 Restricted Stock Units $ 0 ( 2 ) 10/30/2023 A 666,666 ( 2 ) ( 2 ) Common St ock 666,666 $ 0 666,666 D Restricted Stock Units $ 0 ( 3 ) 10/30/2023 A 666,667 ( 3 ) ( 3 ) Common Stock 666,667 $ 0 666,667 D Restricted Stock Units $ 0 ( 4 ) 10/30/2023 A 666,667 ( 4 ) ( 4 ) Common Stock 666,667 $ 0 666,667 D Stock Option (right to buy) $ 1.5 10/30/2023 A 1,000,000 ( 5 ) 10/30/2033 Common Stock 1,000,000 $ 0 1,000,000 D Stock Option (right to buy) $ 3 10/30/2023 A 1,000,000 ( 5 ) 10/30/2033 Common Stock 1,000,000 $ 0 1,000,000 D Stock Option (right to buy) $ 4.5 10/30/2023 A 1,000,000 ( 5 ) 10/30/2033 Common Stock 1,000,000 $ 0 1,000,000 D Stock Option (right to buy) $ 6 10/30/2023 A 1,000,000 ( 5 ) 10/30/2033 Common Stock 1,000,000 $ 0 1,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kaufman Seth C/O VINTAGE WINE ESTATES, INC. 937 TAHOE BOULEVARD, SUITE 210 INCLINE VILLAGE, NV89451 President and CEO Signatures /s/ Kristina L. Johnston, Attorney-in-Fact for Seth Kaufman 11/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted stock units ("RSUs"), which convert into common stock on a one-for-one basis, were granted under the Vintage Wine Estates, Inc. 2021 Omnibus Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award agreement, vest in four equal annual installments on each of 10/30/2024, 10/30/2025, 10/30/2026 and 10/30/2027. ( 2 )These RSUs, which convert into common stock on a one-for-one basis, were granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award agreement, vest in four equal annual installments on each of 10/30/2024, 10/30/2025, 10/30/2026 and 10/30/2027 and if the volume-weighted average price per share ("VWAP") of the issuer's common stock over the 30 consecutive trading day period preceding the applicable vesting date is at least $2.00 per share. To the extent an installment does not vest on a vesting date, such installment shall remain outstanding until the 6th anniversary of the grant date and shall vest on the date that the VWAP per share of the issuer's common stock over a 30 consecutive trading day period is at least $2.00 per share. ( 3 )These RSUs, which convert into common stock on a one-for-one basis, were granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award agreement, vest in four equal annual installments on each of 10/30/2024, 10/30/2025, 10/30/2026 and 10/30/2027 and if the VWAP of the issuer's common stock over the 30 consecutive trading day period preceding the applicable vesting date is at least $4.00 per share. To the extent an installment does not vest on a vesting date, such installment shall remain outstanding until the 6th anniversary of the grant date and shall vest on the date that the VWAP per share of the issuer's common stock over a 30 consecutive trading day period is at least $4.00 per share. ( 4 )These RSUs, which convert into common stock on a one-for-one basis, were granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award agreement, vest in four equal annual installments on each of 10/30/2024, 10/30/2025, 10/30/2026 and 10/30/2027 and if the VWAP of the issuer's common stock over the 30 consecutive trading day period preceding the applicable vesting date is at least $6.00 per share. To the extent an installment does not vest on a vesting date, such installment shall remain outstanding until the 6th anniversary of the grant date and shall vest on the date that the VWAP per share of the issuer's common stock over a 30 consecutive trading day period is at least $6.00 per share. ( 5 )This stock option was granted under the Plan in a transaction exempt under Rule 16b-3 and, except as other provided in the award agreement, vests in four equal annual installments on each of 10/30/2024, 10/30/2025, 10/30/2026 and 10/30/2027.

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).

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