Filing Details
- Accession Number:
- 0000921895-22-003212
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-12-15 18:20:29
- Reporting Period:
- 2022-12-13
- Accepted Time:
- 2022-12-15 18:20:29
- SEC Url:
- Form 4 Filing
Issuer
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1559771 | Engaged Capital Llc | 610 Newport Center Drive Suite 250 Newport Beach CA 92660 | No | No | Yes | No | |
1559850 | Engaged Capital Flagship Fund, L.p. | 610 Newport Center Drive Suite 250 Newport Beach CA 92660 | No | No | Yes | No | |
1580761 | Engaged Capital Flagship Master Fund, Lp | Cricket Square, Hutchins Drive P.o. Box 2681 Grand Cayman E9 KY1-1111 | No | No | Yes | No | |
1580769 | Engaged Capital Holdings, Llc | 610 Newport Center Drive Suite 250 Newport Beach CA 92660 | No | No | Yes | No | |
1580771 | W. Glenn Welling | C/O Engaged Capital, Llc 610 Newport Center Drive, Suite 250 Newport Beach CA 92660 | Yes | No | Yes | No | |
1619827 | Engaged Capital Flagship Fund, Ltd. | 610 Newport Center Drive Suite 250 Newport Beach CA 92660 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Class A Common Stock | Acquisiton | 2022-12-13 | 7,820 | $6.50 | 850,964 | No | 4 | P | Indirect | By: Managed Account of Engaged Capital, LLC |
Class A Common Stock | Acquisiton | 2022-12-14 | 15,000 | $6.50 | 865,964 | No | 4 | P | Indirect | By: Managed Account of Engaged Capital, LLC |
Class A Common Stock | Acquisiton | 2022-12-15 | 14,468 | $6.52 | 880,432 | No | 4 | P | Indirect | By: Managed Account of Engaged Capital, LLC |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Indirect | By: Managed Account of Engaged Capital, LLC |
No | 4 | P | Indirect | By: Managed Account of Engaged Capital, LLC |
No | 4 | P | Indirect | By: Managed Account of Engaged Capital, LLC |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Class A Common Stock | 32,135 | Direct | |
Class A Common Stock | 12,451,018 | Indirect | By: Engaged Capital Flagship Master Fund, LP |
Class A Common Stock | 506,092 | Indirect | By: Welling Family Trust |
Footnotes
- 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.
- 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.
- 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.
- 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.