4//SEC Filing
Engaged Capital LLC 4
Accession 0000921895-22-002388
CIK 0001891101other
Filed
Aug 9, 8:00 PM ET
Accepted
Aug 10, 5:39 PM ET
Size
28.8 KB
Accession
0000921895-22-002388
Insider Transaction Report
Form 4
BRC Inc.BRCC
Welling Glenn W.
Director10% Owner
Transactions
- Other
Class A Common Stock
2022-08-08+175,432→ 800,432 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+406,092→ 506,092 total(indirect: By Trust) - Other
Class A Common Stock
2022-08-08+1,951,018→ 12,451,018 total(indirect: By: Engaged Capital Flagship Master Fund, LP) - Other
Class A Common Stock
2022-08-08+702,052→ 702,052 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+406,092→ 438,227 total - Other
Class A Common Stock
2022-08-08−406,092→ 32,135 total - Other
Class A Common Stock
2022-08-08−702,052→ 0 total(indirect: By LLC)
Engaged Capital LLC
10% Owner
Transactions
- Other
Class A Common Stock
2022-08-08+1,951,018→ 12,451,018 total(indirect: By: Engaged Capital Flagship Master Fund, LP) - Other
Class A Common Stock
2022-08-08+175,432→ 800,432 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+702,052→ 702,052 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+406,092→ 438,227 total - Other
Class A Common Stock
2022-08-08−406,092→ 32,135 total - Other
Class A Common Stock
2022-08-08−702,052→ 0 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+406,092→ 506,092 total(indirect: By Trust)
Engaged Capital Holdings, LLC
10% Owner
Transactions
- Other
Class A Common Stock
2022-08-08−702,052→ 0 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+406,092→ 506,092 total(indirect: By Trust) - Other
Class A Common Stock
2022-08-08+1,951,018→ 12,451,018 total(indirect: By: Engaged Capital Flagship Master Fund, LP) - Other
Class A Common Stock
2022-08-08+175,432→ 800,432 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+702,052→ 702,052 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+406,092→ 438,227 total - Other
Class A Common Stock
2022-08-08−406,092→ 32,135 total
Transactions
- Other
Class A Common Stock
2022-08-08+1,951,018→ 12,451,018 total(indirect: By: Engaged Capital Flagship Master Fund, LP) - Other
Class A Common Stock
2022-08-08+175,432→ 800,432 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+702,052→ 702,052 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08−702,052→ 0 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+406,092→ 438,227 total - Other
Class A Common Stock
2022-08-08−406,092→ 32,135 total - Other
Class A Common Stock
2022-08-08+406,092→ 506,092 total(indirect: By Trust)
ENGAGED CAPITAL II LP
10% Owner
Transactions
- Other
Class A Common Stock
2022-08-08+1,951,018→ 12,451,018 total(indirect: By: Engaged Capital Flagship Master Fund, LP) - Other
Class A Common Stock
2022-08-08+702,052→ 702,052 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08−406,092→ 32,135 total - Other
Class A Common Stock
2022-08-08+175,432→ 800,432 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+406,092→ 438,227 total - Other
Class A Common Stock
2022-08-08−702,052→ 0 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+406,092→ 506,092 total(indirect: By Trust)
Engaged Capital II Offshore, Ltd.
10% Owner
Transactions
- Other
Class A Common Stock
2022-08-08+175,432→ 800,432 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08−702,052→ 0 total(indirect: By LLC) - Other
Class A Common Stock
2022-08-08+1,951,018→ 12,451,018 total(indirect: By: Engaged Capital Flagship Master Fund, LP) - Other
Class A Common Stock
2022-08-08−406,092→ 32,135 total - Other
Class A Common Stock
2022-08-08+406,092→ 438,227 total - Other
Class A Common Stock
2022-08-08+406,092→ 506,092 total(indirect: By Trust) - Other
Class A Common Stock
2022-08-08+702,052→ 702,052 total(indirect: By LLC)
Footnotes (7)
- [F1]This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.'s (the "Issuer") outstanding Class A Common Stock. Mr. Welling is a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- [F2]On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively.
- [F3]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.
- [F4]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.
- [F5]Securities owned directly by Engaged Capital. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital. 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.
- [F6]On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration.
- [F7]Securities held in the Welling Family Trust. Mr. Welling, as Trustee of the Welling Family Trust, may be deemed to beneficially own the securities held in the Welling Family Trust.
Documents
Issuer
BRC Inc.
CIK 0001891101
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001559771
Filing Metadata
- Form type
- 4
- Filed
- Aug 9, 8:00 PM ET
- Accepted
- Aug 10, 5:39 PM ET
- Size
- 28.8 KB