Sec Form 3 Filing - NB Alternatives Advisers LLC @ Solo Brands, Inc. - 2021-10-28

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
NB Alternatives Advisers LLC
2. Issuer Name and Ticker or Trading Symbol
Solo Brands, Inc. [ DTC]
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)
325 N. SAINT PAUL STREET, SUITE 4900
3. Date of Earliest Transaction (MM/DD/YY)
10/28/2021
(Street)
DALLAS, TX75201
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 ( 1 ) ( 2 ) ( 3 ) 6,882,883 I ( 4 ) ( 5 ) See footnotes ( 4 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NB Alternatives Advisers LLC
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB Crossroads Private Markets Fund V Holdings LP
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB Crossroads XXII - MC Holdings LP
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB Gemini Fund LP
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB Select Opps II MHF LP
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
Signatures
/s/ NB Alternatives Advisers LLC, By: Paul Daggett, Managing Director 10/28/2021
Signature of Reporting Person Date
/s/ NB Crossroads Private Markets Fund V Holdings LP, By: James Bowden, Authorized Signatory 10/28/2021
Signature of Reporting Person Date
/s/ NB Crossroads XXII - MC Holdings LP, By: Paul Daggett, Authorized Signatory 10/28/2021
Signature of Reporting Person Date
/s/ NB Gemini Fund LP, By: Paul Daggett, Authorized Signatory 10/28/2021
Signature of Reporting Person Date
/s/ NB Select Opps II MHF LP, By: Paul Daggett, Authorized Signatory 10/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is filed jointly by NB Alternatives Advisers LLC ("NBAA"), NB Crossroads Private Markets Fund V Holdings LP ("NB Private Markets V"), NB Crossroads XXII - MC Holdings LP ("NB Crossroads XXII"), NB Gemini Fund LP ("NB Gemini"), and NB Select Opps II MHF LP ("NB Select Opps II") (collectively, the "Reporting Persons").
( 2 )The Reporting Persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owners of any securities covered by this statement. The Reporting Persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
( 3 )The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to Solo Brands, Inc. (the "Issuer") or securities of the Issuer.
( 4 )Consists of (i) 344,130 shares of Class A common stock of the Issuer, $0.001 par value per share ("Shares"), held directly by NB Private Markets V, (ii) 894,783 Shares held directly by NB Crossroads XXII, (iii) 2,649,920 Shares held directly by NB Gemini, and (iv) 2,994,050 Shares held directly by NB Select Opps II.
( 5 )NBAA exercises dispositive and voting power with respect to the Shares held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the Shares held directly by each of NB Private Markets V, NB Crossroads XXII, NB Gemini, and NB Select Opps II.

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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