Sec Form 4 Filing - BDT CAPITAL PARTNERS, LLC @ Weber Inc. - 2023-02-21

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 BDT CAPITAL PARTNERS, LLC 2. Issuer Name and Ticker or Trading Symbol Weber Inc. [ WEBR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 401 NORTH MICHIGAN AVENUE, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2023 (Street) CHICAGO, IL60611 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 A Common Stock 02/21/2023 J( 1 ) 11,292 ( 2 ) D 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock 02/21/2023 J( 1 ) 8,929 D 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock 02/21/2023 J( 1 ) 25,548,789 D 0 I See footnotes ( 3 ) ( 4 ) ( 6 ) Class A Common Stock 02/21/2023 D( 1 ) 3,236,875 ( 8 ) D $ 8.05 0 I See footnotes ( 3 ) ( 4 ) ( 9 ) Class B Common Stock 02/21/2023 J( 1 ) 152,711,756 ( 10 ) D 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 10 ) Class B Common Stock 02/21/2023 J( 1 ) 12,281,255 ( 10 ) D 0 I See footnotes ( 3 ) ( 4 ) ( 9 ) ( 10 )

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 ) ( 3 ) ( 4 ) ( 10 ) ( 11 ) 02/21/2023 J( 1 ) 152,711,756 ( 10 )( 11 ) ( 10 )( 11 ) Class A Common Stock 152,711,756 ( 11 ) 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 10 ) LLC Units of Weber HoldCo LLC ( 1 ) ( 3 ) ( 4 ) ( 10 ) ( 11 ) 02/21/2023 J( 1 ) 12,281,255 ( 10 )( 11 ) ( 10 )( 11 ) Class A Common Stock 12,281,255 ( 11 ) 0 I See footnotes ( 3 ) ( 4 ) ( 9 ) ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BDT CAPITAL PARTNERS, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X BDT WSP Holdings, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X BDT Capital Partners I-A Holdings, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X BDTCP GP I, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X BDTP GP, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X Trott Byron D 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X Signatures /s/ Mary Ann Todd as authorized signatory for BDT WSP Holdings, LLC 02/21/2023 Signature of Reporting Person Date /s/ Mary Ann Todd as authorized signatory for BDT Capital Partners, LLC 02/21/2023 Signature of Reporting Person Date /s/ Mary Ann Todd as authorized signatory for BDT Capital Partners I-A Holdings, LLC 02/21/2023 Signature of Reporting Person Date /s/ Mary Ann Todd as authorized signatory for BDTCP GP I, LLC 02/21/2023 Signature of Reporting Person Date /s/ Mary Ann Todd as authorized signatory for BDTP GP, LLC 02/21/2023 Signature of Reporting Person Date /s/ Byron D. Trott 02/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into 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").1. On February 21, 2023, Ribeye Parent, LLC ("Parent") acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into 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"). ( 2 )Represents shares of Class A common stock ("Class A Common Stock") pursuant to an award of restricted stock units ("RSUs") granted to Kelly D. Rainko in connection with her service as a director. Ms. Rainko has automatically assigned all rights, title and interest in the RSUs reported herein to BDT WSP Holdings, LLC. ( 3 )This Form 4 is jointly filed by (i) BDT WSP Holdings, LLC, (ii) BDT Capital Partners, LLC, (iii) BDT Capital Partners I-A Holdings, LLC; (iv) BDTCP GP I, LLC, (v) BDTP GP, LLC, and (vi) Byron D. Trott. Byron D. Trott is the sole member of BDTP GP, LLC, which is the managing member of BDT Capital Partners, LLC, which is the managing member of each of BDT WSP Holdings, LLC and BDTCP GP I, LLC, which is the managing member of BDT Capital Partners I-A Holdings, LLC. Each of BDT Capital Partners, LLC, BDTP GP, LLC and Mr. Trott may be deemed to have indirect voting and investment control over the shares held by BDT WSP Holdings, LLC and BDT Capital Partners I-A Holdings, LLC, and in addition, BDTCP GP I, LLC may be deemed to have indirect voting and investment control over the ( 4 )(cont from fn 1) shares held by BDT Capital Partners I-A Holdings, LLC. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Ms. Rainko is a Partner of BDT & MSD Partners, LLC, fka BDT & Company, LLC, an affiliate of BDT Capital Partners, LLC, and is a director of the issuer. By virtue of her service on the Board of Directors of the issuer as a representative of BDT Capital Partners, LLC, for purposes of Section 16, the reporting persons may be deemed to be a director by deputization of the Issuer. ( 5 )These securities are owned directly by BDT WSP Holdings, LLC. ( 6 )These securities are owned directly by BDT Capital Partners I-A Holdings, LLC. ( 7 )Pursuant to the Merger Agreement and in connection with the consummation of the Merger, shares of Class A Common Stock held directly by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC outstanding immediately prior to the effective time of the Merger ("Holdings Shares") were converted into an identical number of newly issued shares of the surviving corporation. ( 8 )Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Class A Common Stock (other than shares held by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC and certain other shares as of Class A Common Stock canceled for no consideration pursuant to the Merger Agreement) was automatically canceled and converted into the right to receive the Merger Consideration. ( 9 )These securities are owned directly by Byron and Tina Trott. ( 10 )Reflects shares of Class B Common Stock of the Issuer (the "Class B Common Stock") and common units of Weber HoldCo LLC (the "LLC Units") held by the applicable reporting person. Prior to the consummation of the Merger, holders of LLC Units had the right to require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the Issuer's Class A Common Stock on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock would also be cancelled on a one-for-one basis). ( 11 )Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each share of Class B Common Stock outstanding immediately 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. The LLC Units are no longer redeemable for Issuer's Class A Common Stock and are instead redeemable for the Class A common stock of the surviving corporation.

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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