Sec Form 4 Filing - TSG7 A Management LLC @ Dutch Bros Inc. - 2021-09-30

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 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) 09/30/2021 (Street) ORINDA, CA94563 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 C Common Stock ( 1 ) 09/30/2021 J( 2 ) 4,744,562 D 45,929,515 I By Dutch Holdings, LLC ( 3 ) Class C Common Stock ( 1 ) 09/30/2021 J( 2 ) 317,824 D 3,076,695 I By TSG7 A AIV VI, L.P. ( 3 )

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 ( 1 ) ( 1 ) 09/30/2021 J( 2 ) 4,744,562 ( 1 ) ( 1 ) Class A Common Stock 4,744,562 $ 21.56 ( 2 ) 45,929,515 I By Dutch Holdings, LLC ( 3 ) Class A Common LLC Units ( 1 ) ( 1 ) 09/30/2021 J( 2 ) 317,824 ( 1 ) ( 1 ) Class A Common Stock 317,824 $ 21.56 ( 2 ) 3,076,695 I By TSG7 A AIV VI, L.P. ( 3 )

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 Signatures By: /s/ Jessica Duran as Assistant Secretary of TSG7 A Management, LLC 09/30/2021 Signature of Reporting Person Date By: /s/ Jessica Duran as Assistant Secretary of Dutch Holdings, LLC 09/30/2021 Signature of Reporting Person Date By: /s/ Jessica Duran as Assistant Secretary of TSG7 A AIV VI, L.P. 09/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 the Issuer's 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. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled. ( 2 )In connection with the Issuer's initial public offering of its Class A Common Stock (the "IPO"), TSG7 A AIV VI, L.P. and Dutch Holdings, LLC sold to the Issuer a portion of their respective Class A Common LLC Units at a price per share equal to the IPO price per share of Class A Common Stock, less the applicable underwriting discount and commissions, for an aggregate cash payment from the Issuer (the "Secondary Purchase"). Pursuant to such Secondary Purchase TSG7 A AIV VI, L.P. and Dutch Holdings, LLC (i) assigned, conveyed, transferred, delivered and contributed to the Issuer, and the Issuer accepted and assumed, all of their respective rights, titles, obligations, and other interests in and to such purchased Class A Common LLC Units in exchange for such payment and (ii) transferred to the Issuer all of their respective rights, obligations, titles and other interests in an equal number of shares of Class C Common Stock for no consideration. ( 3 )TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of 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 TSG7 A AIV VI, L.P. and Dutch Holdings, LLC. 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. 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

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