Sec Form 4 Filing - WSP Investment LLC @ Weber Inc. - 2023-02-21

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
WSP Investment LLC
2. Issuer Name and Ticker or Trading Symbol
Weber Inc. [ WEBR]
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)
14 N. PEORIA ST, SUITE 2E
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2023
(Street)
CHICAGO, IL60607
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
Class B Common Stock 02/21/2023 J( 1 )( 2 ) 38,799,020 D 0 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
LLC Units of Weber Holdco LLC ( 1 ) ( 2 ) 02/21/2023 J( 1 )( 2 ) 38,799,020 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 38,799,020 ( 1 ) ( 2 ) ( 1 ) ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WSP Investment LLC
14 N. PEORIA ST, SUITE 2E
CHICAGO, IL60607
X
Signatures
/s/Sidney Frisch, Manager 02/23/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the Issuer pursuant to the Agreement and Plan of Merger by and among the Issuer, Parent and Ribeye Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 11, 2022 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Prior to the Merger, LLC Units of Weber Holdco LLC were exchangeable at the holder's direction on a one-for-one basis for an equal number of shares of Class A Common Stock of the Issuer, at which time an equal number of shares of Class B Common Stock of the Issuer would be cancelled.
( 2 )(Continued from footnote 1) In connection with the Merger, each share of Class B Common Stock outstanding prior to the effective time of the Merger (other than certain shares of Class B Common Stock canceled for no consideration pursuant to the Merger Agreement) was converted into an identical number of newly issued shares of Class B common stock of the surviving corporation. As a result of the Merger, the LLC Units are no longer redeemable for Issuer's Class A Common Stock and became redeemable instead for Class A common stock of the surviving corporation.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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