Sec Form 4 Filing - Kuo Jeffrey Chuenhong @ Brilliant Earth Group, Inc. - 2021-09-27

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 Kuo Jeffrey Chuenhong 2. Issuer Name and Ticker or Trading Symbol Brilliant Earth Group, Inc. [ BRLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O BRILLIANT EARTH GROUP, INC., 300 GRANT AVENUE, THIRD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/27/2021 (Street) SAN FRANCISCO, CA94108 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 09/27/2021 D( 1 ) 9,753 D $ 0 663,572 D Class B Common Stock 09/27/2021 D( 1 ) 1,997 D $ 0 135,903 I Held by the Alpha Echo Family Protection Trust Class B Common Stock 09/27/2021 D( 1 ) 1,997 D $ 0 135,903 I Held by the Beta Echo Family Protection Trust

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 Common Units ( 2 ) 09/27/2021 D( 3 ) 8,079 ( 4 ) ( 2 ) Class A Common Stock 8,079 $ 11.22 549,647 D Common Units ( 2 ) 09/27/2021 D( 3 ) 1,997 ( 4 ) ( 2 ) Class A Common Stock 1,997 $ 11.22 135,903 I Held by the Alpha Echo Family Protection Trust Common Units ( 2 ) 09/27/2021 D( 3 ) 1,997 ( 4 ) ( 2 ) Class A Common Stock 1,997 $ 11.22 135,903 I Held by the Beta Echo Family Protection Trust Common Units ( 2 ) 09/27/2021 D( 3 ) 1,674 ( 5 ) ( 2 ) Class A Common Stock 1,674 $ 11.22 324,725 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kuo Jeffrey Chuenhong C/O BRILLIANT EARTH GROUP, INC. 300 GRANT AVENUE, THIRD FLOOR SAN FRANCISCO, CA94108 Chief Financial Officer Signatures /s/ Jeffrey Kuo 09/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption of the Common Units for cash. ( 2 )The Common Units may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forefeited in connection with the redemption. The Common Units have no expiration date. ( 3 )As described in the prospectus filed by the Issuer with the Securities and Exchange Commission, upon the closing of the initial public offering and the underwriters' exercise of the additional shares, the Issuer redeemed the Common Units from the Reporting Person. ( 4 )The Common Units are fully vested. ( 5 )A portion of the Common Units vested immediately upon issuance. The remaining non-vested Common Units vest as to 1/48th of the underlying shares in 31 substantially equal monthly installments, commencing on September 30, 2021, such that the Common Units will become fully vested on March 31, 2024.

Remarks: Exhibit 24 - Power of Attorney.

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