Sec Form 3/A Filing - TSG7 A Management LLC @ Dutch Bros Inc. - 2021-09-14

FORM 3/A 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 TSG7 A Management LLC 2. Issuer Name and Ticker or Trading Symbol Dutch Bros Inc. [ BROS] 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) C/O TSG CONSUMER PARTNERS, 4 ORINDA WAY, SUITE 150-B 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2021 (Street) ORINDA, CA94563 4. If Amendment, Date Original Filed (MM/DD/YY) 09/14/2021 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 18,050 I By Dutch Holdings, LLC ( 1 ) ( 2 ) Class C Common Stock ( 3 ) 50,674,077 ( 3 ) I By Dutch Holdings, LLC ( 1 ) ( 2 ) Class C Common Stock ( 3 ) 3,394,519 ( 3 ) I By TSG7 A AIV VI, L.P. ( 1 ) ( 2 )

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 Class A Common LLC Units ( 3 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 50,674,077 I By Dutch Holdings, LLC ( 1 ) ( 2 ) Class A Common LLC Units ( 3 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 3,394,519 I By TSG7 A AIV VI, L.P. ( 1 ) ( 2 ) Class D Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 13,138,500 I By TSG7 A AIV VI Holdings-A, LLC ( 1 ) ( 2 ) Class D Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 3,897,837 I By DG Coinvestor Blocker Aggregator, LLC ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TSG7 A Management LLC C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 X Dutch Holdings LLC C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 X TSG7 A AIV VI, L.P. C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 X TSG7 A AIV VI Holdings-A, L.P. C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 X DG Coinvestor Blocker Aggregator, L.P. C/O TSG CONSUMER PARTNERS 4 ORINDA WAY, SUITE 150-B ORINDA, CA94563 X Signatures By: /s/ Jessica Duran as Assistant Secretary of TSG7 A Management, LLC 09/15/2021 Signature of Reporting Person Date By: /s/ Jessica Duran as Assistant Secretary of Dutch Holdings, LLC 09/15/2021 Signature of Reporting Person Date By: /s/ Jessica Duran as Assistant Secretary of TSG7 A AIV VI, L.P. 09/15/2021 Signature of Reporting Person Date By: /s/ Jessica Duran as Assistant Secretary of TSG7 A AIV VI Holdings-A, LLC 09/15/2021 Signature of Reporting Person Date By: /s/ Jessica Duran as Assistant Secretary of DG Coinvestor Blocker Aggregator, LLC 09/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P., and the manager of TSG7 A AIV VI Holdings-A, LLC, DG Coinvestor Blocker Aggregator, LLC, and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by each of the other Reporting Persons. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. ( 2 )(continued from footnote 1) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities in excess of their respective pecuniary interests. ( 3 )Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. ( 4 )The Class D Common Stock may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.

Remarks: This Amendment to the Form 3 filed on September 14, 2021 is being filed solely to add Dutch Holdings, LLC as a Reporting Owner, but otherwise restates the original filing in its entirety.

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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