UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Engaged Capital LLC 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH, CA 92660 |
X | X | ||
Engaged Capital Flagship Master Fund, LP 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH, CA 92660 |
X | X | ||
Engaged Capital Co-Invest XIII, LP 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH, CA 92660 |
X | X | ||
Engaged Capital Holdings, LLC 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH, CA 92660 |
X | X | ||
Engaged Capital Flagship Fund, L.P. 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH, CA 92660 |
X | X | ||
Engaged Capital Flagship Fund, Ltd. 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH, CA 92660 |
X | X | ||
Welling Glenn W. 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH, CA 92660 |
X | X |
/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 |
* | If the form is filed by more than one reporting person, see Instruction 5(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 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. |