Sec Form 4 Filing - Just Rocks, Inc. @ Brilliant Earth Group, Inc. - 2022-01-12

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 Just Rocks, Inc. 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BRILLIANT EARTH GROUP, INC., 300 GRANT AVENUE, THIRD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2022 (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 A Common Stock 01/12/2022 C 77,484 A $ 0 77,484 D Class A Common Stock 01/12/2022 S( 1 ) 43,283 D $ 14.92( 2 ) 34,201 D Class A Common Stock 01/12/2022 S( 1 ) 32,795 D $ 15.86( 3 ) 1,406 D Class A Common Stock 01/12/2022 S( 1 ) 1,406 D $ 16.68( 4 ) 0 D Class C Common Stock 01/12/2022 J( 5 ) 77,484 D $ 0 49,427,766 D Class A Common Stock 01/13/2022 C 91,202 A $ 0 91,202 D Class A Common Stock 01/13/2022 S( 1 ) 75,003 D $ 14.34( 6 ) 16,199 D Class A Common Stock 01/13/2022 S( 1 ) 16,199 D $ 14.82( 7 ) 0 D Class C Common Stock 01/13/2022 J( 5 ) 91,202 D $ 0 49,336,564 D Class A Common Stock 01/14/2022 C 151,931 A $ 0 151,931 D Class A Common Stock 01/14/2022 S( 1 ) 136,034 D $ 12.33( 8 ) 15,897 D Class A Common Stock 01/14/2022 S( 1 ) 15,897 D $ 13.24( 9 ) 0 D Class C Common Stock 01/14/2022 J( 5 ) 151,931 D $ 0 49,184,633 D

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 $ 0 01/12/2022 C 77,484 ( 10 ) ( 10 ) Class D Common Stock 77,484 $ 0 49,427,766 D Class D Common Stock $ 0 01/12/2022 C 77,484 ( 11 ) ( 11 ) Class A Common Stock 77,484 $ 0 77,484 D Class D Common Stock $ 0 01/12/2022 C 77,484 ( 11 ) ( 11 ) Class A Common Stock 77,484 $ 0 0 D Common Units $ 0 01/13/2022 C 91,202 ( 10 ) ( 10 ) Class D Common Stock 91,202 $ 0 49,336,564 D Class D Common Stock $ 0 01/13/2022 C 91,202 ( 11 ) ( 11 ) Class A Common Stock 91,202 $ 0 91,202 D Class D Common Stock $ 0 01/13/2022 C 91,202 ( 11 ) ( 11 ) Class A Common Stock 91,202 $ 0 0 D Common Units $ 0 01/14/2022 C 151,931 ( 10 ) ( 10 ) Class D Common Stock 151,931 $ 0 49,184,633 D Class D Common Stock $ 0 01/14/2022 C 151,931 ( 11 ) ( 11 ) Class A Common Stock 151,931 $ 0 151,931 D Class D Common Stock $ 0 01/14/2022 C 151,931 ( 11 ) ( 11 ) Class A Common Stock 151,931 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Just Rocks, Inc. C/O BRILLIANT EARTH GROUP, INC. 300 GRANT AVENUE, THIRD FLOOR SAN FRANCISCO, CA94108 X Signatures /s/ Jeffrey Kuo as Attorney-in-fact 01/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported herein were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 3, 2021. ( 2 )This transaction was executed in multiple trades ranging from $14.57 to $15.56. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected. ( 3 )This transaction was executed in multiple trades ranging from $15.57 to $16.44. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected. ( 4 )This transaction was executed in multiple trades ranging from $16.575 to $16.71. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected. ( 5 )Reflects the cancellation for no consideration of Class C Common Stock in connection with the redemption of Common Units for Class D Common Stock. ( 6 )This transaction was executed in multiple trades ranging from $13.745 to $14.745. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected. ( 7 )This transaction was executed in multiple trades ranging from $14.75 to $14.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected. ( 8 )This transaction was executed in multiple trades ranging from $12.00 to $13.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected. ( 9 )This transaction was executed in multiple trades ranging from $13.01 to $13.73. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected. ( 10 )The Common Units may be redeemed by the Reporting Person at any time for shares of Class D Common Stock on a one-to-one basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date. ( 11 )The Class D Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis.

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).

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