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Filing Details

Accession Number:: 0000950170-23-073948
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-12-29 19:08:43
Reporting Period:: 2023-12-27

Accepted Time:: 2023-12-29 19:08:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1866757	Brilliant Earth Group Inc.	BRLT	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1543760	Mainsail Partners Iii, L.p.	C/O Mainsail Management Company, Llc 500 West 5Th Street, Suite 1100 Austin TX 78701	No	No	No	No
1570211	Mainsail Co-Investors Iii, L.p.	C/O Mainsail Management Company, Llc 500 West 5Th Street, Suite 1100 Austin TX 78701	No	No	No	No
1883293	Mainsail Incentive Program, Llc	C/O Mainsail Management Company, Llc 500 West 5Th Street, Suite 1100 Austin TX 78701	No	No	No	No
1883360	Mainsail Gp Iii, Llc	C/O Mainsail Management Company, Llc 500 West 5Th Street, Suite 1100 Austin TX 78701	No	No	No	No
1883367	Mainsail Management Company, Llc	C/O Mainsail Management Company, Llc 500 West 5Th Street, Suite 1100 Austin TX 78701	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2023-12-27	24,221	$0.00	31,918,184	No	4	C	Indirect	See footnotes
Class A Common Stock	Acquisiton	2023-12-27	24,221	$0.00	24,221	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2023-12-27	24,221	$3.50	0	No	4	S	Indirect	See footnote
Class B Common Stock	Disposition	2023-12-28	9,191	$0.00	31,908,993	No	4	C	Indirect	See footnotes
Class A Common Stock	Acquisiton	2023-12-28	9,191	$0.00	9,191	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2023-12-28	9,191	$3.52	0	No	4	S	Indirect	See footnote
Class B Common Stock	Disposition	2023-12-29	8,222	$0.00	31,900,771	No	4	C	Indirect	See footnotes
Class A Common Stock	Acquisiton	2023-12-29	8,222	$0.00	8,222	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2023-12-29	8,222	$3.46	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	LLC Units	Disposition	2023-12-27	24,221	$0.00	24,221	$0.00
Class A Common Stock	LLC Units	Disposition	2023-12-28	9,191	$0.00	9,191	$0.00
Class A Common Stock	LLC Units	Disposition	2023-12-29	8,222	$0.00	8,222	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
31,918,184	No	4	C	Indirect
31,908,993	No	4	C	Indirect
31,900,771	No	4	C	Indirect

Footnotes

Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock exchanged for shares of Class A common stock including (i) 23,651 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 47 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 523 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI").
LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the reporting persons prior to the Issuer's initial public offering, do not expire.
Consists of (i) 31,167,169 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,959 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,056 shares of Class B common stock (and associated LLC Units) held by MCOI.
Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with Gavin Turner possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP, and Gavin Turner is the sole Manager of MMC. Mr. Turner has separately reported the transactions and reported securities reflected in this statement. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.60, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.
Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,975 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 18 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 198 LLC Units and shares of Class B common stock exchanged by MCOI.
Consists of (i) 31,158,194 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,941 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,858 shares of Class B common stock (and associated LLC Units) held by MCOI.
This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.62, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.
Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,029 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 16 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 177 LLC Units and shares of Class B common stock exchanged by MCOI.
Consists of (i) 31,150,165 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,925 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,681 shares of Class B common stock (and associated LLC Units) held by MCOI.
This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting persons during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.44 to $3.50, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.