Sec Form 4 Filing - Weber-Stephen Management Pool LLC @ Weber Inc. - 2023-01-31

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Weber-Stephen Management Pool 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)
1415 S. ROSELLE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2023
(Street)
PALATINE, 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
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
Profits Units in Weber HoldCo LLC $ 5.79 01/31/2023 D( 1 ) 224,424.47 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Class A Common Stock 224,424.47 $ 0 0 D
Profits Units in Weber HoldCo LLC $ 7.5 01/31/2023 D( 1 ) 224,424.47 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Class A Common Stock 224,424.47 $ 0 0 D
Profits Units in Weber HoldCo LLC $ 9.21 01/31/2023 D( 1 ) 224,424.47 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Class A Common Stock 224,424.47 $ 0 932,216.07 D
Profits Units in Weber HoldCo LLC $ 9.71 01/31/2023 D( 1 ) 51,642.83 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Class A Common Stock 51,642.83 $ 0 927,217.07 D
Profits Units in Weber HoldCo LLC $ 8.98 01/31/2023 D( 1 ) 42,172.73 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Class A Common Stock 42,172.73 $ 0 2,083,249.17 D
Profits Units in Weber HoldCo LLC $ 10.55 01/31/2023 D( 1 ) 21,086.37 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Class A Common Stock 21,086.37 $ 0 1,041,624.59 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Weber-Stephen Management Pool LLC
1415 S. ROSELLE ROAD
PALATINE, IL60607
X
Signatures
/s/ Erik Chalut as Attorney-in-Fact for Weber-Stephen Management Pool LLC 02/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the forfeiture of certain unvested Profits Units (as defined below) in connection with certain employees who forfeited corresponding units in the reporting person in connection with their termination of employment.
( 2 )Reflects profits units in Weber HoldCo LLC (the "Profits Units") held by the reporting person for the benefit of individuals who hold corresponding units in the reporting person (each a "Management Holder"). Generally, the Profits Units vest based on the continued service of the applicable Management Holder who holds corresponding units in the reporting person. The Profits Units are convertible, at the election of the relevant Management Holder, into common units of Weber HoldCo LLC (the "LLC Units") based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock of the issuer (the "Class B Common Stock") would be issued to the reporting person).
( 3 )Class B Common Stock and LLC Units will then be distributed to the applicable Management Holder who holds corresponding units in the reporting person, in which case, such Management Holder may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The LLC Units do not expire.
( 4 )Any Profits Units that have not been converted into LLC Units may be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the relevant Management Holder's termination of employment. The LLC Units do not expire.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.