Ownership Submission

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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Welling Glenn W.

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)

C/O ENGAGED CAPITAL, LLC, 610 NEWPORT CENTER DRIVE, SUITE 250

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2022

(Street)

NEWPORT BEACH, CA 92660

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock ⁽¹⁾	08/08/2022		J⁽²⁾		1,951,018 ⁽²⁾	A	⁽²⁾	12,451,018	I	By: Engaged Capital Flagship Master Fund, LP ⁽³⁾
Class A Common Stock ⁽¹⁾	08/08/2022		J⁽²⁾		175,432 ⁽²⁾	A	⁽²⁾	800,432	I	By: Managed Account of Engaged Capital, LLC ⁽⁴⁾
Class A Common Stock ⁽¹⁾	08/08/2022		J⁽²⁾		702,052 ⁽²⁾	A	⁽²⁾	702,052	I	By: Engaged Capital, LLC ⁽⁵⁾
Class A Common Stock ⁽¹⁾	08/08/2022		J⁽⁶⁾		702,052 ⁽⁶⁾	D	⁽⁶⁾	0	I	By: Engaged Capital, LLC ⁽⁵⁾
Class A Common Stock ⁽¹⁾	08/08/2022		J⁽⁶⁾		406,092 ⁽⁶⁾	A	⁽⁶⁾	438,227	D
Class A Common Stock ⁽¹⁾	08/08/2022		J⁽⁶⁾		406,092 ⁽⁶⁾	D	⁽⁶⁾	32,135	D
Class A Common Stock ⁽¹⁾	08/08/2022		J⁽⁶⁾		406,092 ⁽⁶⁾	A	⁽⁶⁾	506,092	I	By: Welling Family Trust ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Welling Glenn W. C/O ENGAGED CAPITAL, LLC 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH, CA 92660	X	X
Engaged Capital LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA 92660		X
Engaged Capital Holdings, LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA 92660		X
Engaged Capital Flagship Master Fund, LP CRICKET SQUARE, HUTCHINS DRIVE P.O. BOX 2681 GRAND CAYMAN, E9 KY1-1111		X
Engaged Capital Flagship Fund, L.P. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA 92660		X
Engaged Capital Flagship Fund, Ltd. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA 92660		X

Signatures

/s/ Glenn W. Welling		08/10/2022
^**Signature of Reporting Person		Date
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory		08/10/2022
^**Signature of Reporting Person		Date
Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory		08/10/2022
^**Signature of Reporting Person		Date
Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory		08/10/2022
^**Signature of Reporting Person		Date
Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory		08/10/2022
^**Signature of Reporting Person		Date
Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director		08/10/2022
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	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.
(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.
(5)	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.
(6)	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.
(7)	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.

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