Sec Form 3 Filing - Cynosure Group, LLC @ Black Rock Coffee Bar, Inc. - 2025-09-12

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
Cynosure Group, LLC
2. Issuer Name and Ticker or Trading Symbol
Black Rock Coffee Bar, Inc. [ BRCB]
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)
111 S. MAIN STREET, SUITE 2350
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2025
(Street)
SALT LAKE CITY, UT841119
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 B Common Stock 7,872,592 I See footnote ( 1 )
Class A Common Stock 316,012 I See footnote ( 2 )
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
LLC Units ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 7,872,592 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cynosure Group, LLC
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT841119
X X
Cynosure Partners 2020, LP
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT841119
X X
Cynosure Partners 2020 PV, LP
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT841119
X X
Cynosure Partners 2020 Co-investment, LLC
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT841119
X X
Cynosure Partners III, LP
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT841119
X X
Cynosure Partners III Offshore, LP
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT841119
X X
Signatures
/s/ Andrew Braithwaite, Authorized Signatory 09/12/2025
Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 09/12/2025
Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 09/12/2025
Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 09/12/2025
Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 09/12/2025
Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 09/12/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of (i) 3,514,041 shares of Class B Common Stock held by Cynosure Partners 2020, LP, (ii) 260,660 shares of Class B Common Stock held by Cynosure Partners 2020 PV, LP, (iii) 660,106 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series A members), (iv) 1,247,093 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series B members), and (v) 2,190,692 shares of Class B Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class B Common Stock held by each of these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.
( 2 )Consists of 316,012 shares of Class A Common Stock held by Cynosure Partners III Offshore, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class A Common Stock held by Cynosure Partners III Offshore, LP. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.
( 3 )The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder 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 forfeited in connection with the redemption. The LLC Units have no expiration date.

Remarks:
Each of the Reporting Persons may be deemed to be a director-by-deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934 by virtue of The Cynosure Group, LLC's current right to nominate an individual to serve on the board of directors of the Issuer (the "Board"), and under which Andrew Braithwaite, a Managing Director of The Cynosure Group, LLC, serves on the Board.

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