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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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BRC Inc. (Name of Issuer) |
Class A common stock, $0.0001 par value (Title of Class of Securities) |
05601U105 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 05601U105 |
| 1 | Names of Reporting Persons
DAVIN THOMAS E | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,921,161.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5, 7, 9: Represents (i) 13,698 shares of Class A Common Stock, par value $0.0001 per share ("Class A Shares"), of BRC Inc. (the "Issuer") and (ii) 6,907,463 Class A Shares issuable in respect of 6,907,463 shares of Class B Common Stock, par value $0.0001 per share, of the Issuer ("Class B Shares") redeemable (with an equal number of common membership interests in Authentic Brands LLC ("Common Units")) for Class A Shares on a one-to-one basis at the option of the Reporting Person.
Note to Row 11: Calculated based on (i) 77,269,532 Class A Shares outstanding as of October 28, 2024 as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on November 4, 2024 as increased by (ii) 6,907,463 Class A Shares issuable in respect of 6,907,463 Class B Shares (and an equal number of Common Units). As of October 28, 2024, there are 135,473,335 total outstanding Class B Shares. Therefore, the ownership percentage reported may not be representative of the actual voting power of the Reporting Person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BRC Inc. | |
| (b) | Address of issuer's principal executive offices:
1144 S. 500 W, Salt Lake City, Utah, 84101 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by Thomas E Davin, referred to herein as the "Reporting Person." | |
| (b) | Address or principal business office or, if none, residence:
C/O BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101 | |
| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Class A common stock, $0.0001 par value | |
| (e) | CUSIP No.:
05601U105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page. | |
| (b) | Percent of class:
See response to Item 11 on the cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page.
The calculation of beneficial ownership is based on (i) 77,269,532 Class A Common Stock, par value $0.0001 per share (''Class A Shares'') outstanding as of October 28, 2024 as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on November 4, 2024 as increased by (ii) 6,907,463 Class A Shares issuable in respect of 6,907,463 Class B Common Stock, par value $0.0001 per share, of the Issuer ("Class B Shares"). As such, the Reporting Person may be deemed to have beneficial ownership over 8.2% of the Issuer's outstanding common stock. As of October 28, 2024, there are 135,473,335 total outstanding Class B Shares. Therefore, the ownership percentage reported may not be representative of the actual voting power of the Reporting Person.
This filing of this Statement shall not be construed as an admission that the Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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