Sec Form 4 Filing - Long Zach @ Vintage Wine Estates, Inc. - 2023-09-11

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
Long Zach
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)
Chief Operations Officer
(Last) (First) (Middle)
937 TAHOE BOULEVARD, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
09/11/2023
(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 09/11/2023 F 58,787 ( 1 ) D $ 1.045 785,114 ( 2 ) D
Common Stock 11/14/2023 F 19,828 ( 3 ) D $ 0.668 765,286 ( 4 ) D
Common Stock 12/07/2023 F 10,807 ( 5 ) D $ 0.52 754,479 ( 6 ) 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
Stock Option (Right to Buy) $ 10.5 ( 7 ) 06/07/2031 Common Stock 8,000 8,000 D
Stock Option (Right to Buy) $ 10.5 ( 8 ) 07/27/2031 Common Stock 42,000 42,000 D
Stock Option (Right to Buy) $ 10.5 ( 9 ) 03/07/2032 Common Stock 50,000 50,000 D
Stock Option (Right to Buy) $ 10.5 ( 10 ) 11/14/2032 Common Stock 608,697 608,697 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Long Zach
937 TAHOE BOULEVARD, SUITE 210
INCLINE VILLAGE, NV89451
Chief Operations Officer
Signatures
/s/ Kristina L. Johnston, Attorney-in-Fact for Zach Long 12/08/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld to cover tax withholding obligations on the vesting of 170,000 restricted stock units (RSUs).
( 2 )Includes 653,098 RSUs consisting of the following: (i) 93,750 RSUs that vest one-third on each of 12/07/2023, 12/07/2024 and 12/07/2025; (ii) 229,348 RSUs that vest one-fourth on each of 11/14/2023, 11/14/2024, 11/14/2025 and 11/14/2026; and (iii) 330,000 RSUs that vest one-half on each of 7/20/2024 and 7/20/2025.
( 3 )Shares withheld to cover tax withholding obligations on the vesting of 57,337 RSUs.
( 4 )Includes 595,761 RSUs consisting of the following: (i) 93,750 RSUs that vest one-third on each of 12/07/2023, 12/07/2024 and 12/07/2025; (ii) 172,011 RSUs that vest one-third on each of 11/14/2024, 11/14/2025 and 11/14/2026; and (iii) 330,000 RSUs that vest one-half on each of 7/20/2024 and 7/20/2025.
( 5 )Shares withheld to cover tax withholding obligations on the vesting of 31,250 RSUs.
( 6 )Includes 564,511 RSUs consisting of the following: (i) 62,500 RSUs that vest one-half on each of 12/07/2024 and 12/07/2025; (ii) 172,011 RSUs that vest one-third on each of 11/14/2024, 11/14/2025 and 11/14/2026; and (iii) 330,000 RSUs that vest one-half on each of 7/20/2024 and 7/20/2025.
( 7 )25% of the stock options vested on each of 12/07/2022 and 6/7/2023, and 25% vest on each of 06/07/2024 and 06/07/2025.
( 8 )25% of the stock options vested on each of 01/27/2023 and 07/27/2023, and 25% vest on each of 07/27/2024 and 07/27/2025.
( 9 )25% of the stock options vested on 09/07/2023, and 25% vest on each of 03/07/2024, 03/07/2025 and 03/07/2026.
( 10 )25% of the stock options vested on 11/14/2023, and 25% vest on each of 11/14/2024, 11/14/2025 and 11/14/2026.

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