SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Iverson Gregory James

(Last) (First) (Middle)
C/O BRC INC., 1144 S 500 W

(Street)
SALT LAKE CITY UT 84101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BRC Inc. [ BRCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/17/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Class B Common Stock(1) 02/15/2023 J(2) 50,000 D $0 1,417,535 D
Class A Common Stock 02/15/2023 C(2) 50,000 A $0 67,500 D
Class A Common Stock 02/15/2023 S(3) 50,000 D $8.03(4) 17,500 D
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 Securities Underlying Derivative Security (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: 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
Common Units (5) 02/15/2023 C(2) 50,000 08/09/2022 (5) Class A Common Stock 50,000 $0 1,417,535 D
Explanation of Responses:
1. The reported securities provide no economic rights in the Issuer to the holder thereof but each share of Class B Common Stock entitles the holder to one vote as a common stockholder of the Issuer.
2. Represents the exchange of 50,000 common units of Authentic Brands LLC for an equivalent number of shares of Class A Common Stock of the Issuer and the forfeiture of an equivalent number of shares of Class B Common Stock of the Issuer.
3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $8.00 to $8.08, inclusive, and the Reporting Person undertakes to provide to the Issuer, the Staff of the Securities and Exchange Commission or any shareholder of the Issuer, upon request, full information regarding shares sold at each price within such range.
5. The reported securities are Common Units of Authentic Brands LLC. These Common Units may be exchanged by the holder (upon forfeiture of an equivalent number of shares of Class B Common Stock of the Issuer) for an equivalent number of shares of Class A Common Stock of the Issuer (or the cash value thereof, at the election of the Issuer).
/s/ Andrew McCormick, as attorney-in-fact 04/25/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.