Sec Form 3 Filing - Engaged Capital LLC @ BRC Inc. - 2022-02-09

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
Engaged Capital LLC
2. Issuer Name and Ticker or Trading Symbol
BRC Inc. [ BRCC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
610 NEWPORT CENTER DRIVE,, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2022
(Street)
NEWPORT BEACH, CA92660
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 ) 5,025,000 I See Footnote( 2 )
Class A Common Stock( 1 ) 10,375,000 I See Footnote( 3 )
Class A Common Stock( 1 ) 625,000 I See Footnote( 4 )
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
Engaged Capital LLC
610 NEWPORT CENTER DRIVE,
SUITE 250
NEWPORT BEACH, CA92660
X X
Engaged Capital Flagship Master Fund, LP
610 NEWPORT CENTER DRIVE,
SUITE 250
NEWPORT BEACH, CA92660
X X
Engaged Capital Co-Invest XIII, LP
610 NEWPORT CENTER DRIVE,
SUITE 250
NEWPORT BEACH, CA92660
X X
Engaged Capital Holdings, LLC
610 NEWPORT CENTER DRIVE,
SUITE 250
NEWPORT BEACH, CA92660
X X
Engaged Capital Flagship Fund, L.P.
610 NEWPORT CENTER DRIVE,
SUITE 250
NEWPORT BEACH, CA92660
X X
Engaged Capital Flagship Fund, Ltd.
610 NEWPORT CENTER DRIVE,
SUITE 250
NEWPORT BEACH, CA92660
X X
Welling Glenn W.
610 NEWPORT CENTER DRIVE,
SUITE 250
NEWPORT BEACH, CA92660
X X
Signatures
/s/ Glenn Welling Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 02/08/2022
Signature of Reporting Person Date
/s/ Glenn Welling Engaged Capital Holdings, LLC By: Glenn Welling, as Authorized Signatory 02/08/2022
Signature of Reporting Person Date
/s/ Glenn Welling Engaged Capital Flagship Master Fund, LP By: Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 02/08/2022
Signature of Reporting Person Date
/s/ Glenn Welling Engaged Capital Flagship Fund, LP By: Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 02/08/2022
Signature of Reporting Person Date
/s/ Glenn Welling Engaged Capital Flagship Fund, Ltd By: Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 02/08/2022
Signature of Reporting Person Date
/s/ Glenn Welling Engaged Capital Co-Invest XIII, LP By: Engaged Capital, LLC By: Glenn Welling, as Authorized Signatory 02/08/2022
Signature of Reporting Person Date
/s/ Glenn Welling Glenn Welling 02/08/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VIII, LP ("Engaged Capital Co-Invest XIII"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). Mr. Welling is a director of BRC Inc.
( 2 )Securities owned directly by Engaged Capital Co-Invest XIII. As the general partner and investment adviser of Engaged Capital Co-Invest XIII, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII.
( 3 )Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
( 4 )Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.

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