Filing Details
- Accession Number:
- 0000950170-24-060729
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-05-15 19:34:25
- Reporting Period:
- 2024-05-13
- Accepted Time:
- 2024-05-15 19:34:25
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1866581 | Dutch Bros Inc. | BROS | Retail-Eating & Drinking Places (5810) | 871041305 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1882774 | Tsg7 A Aiv Vi, L.p. | C/O Tsg Consumer Partners 4 Orinda Way, Suite 150-B Orinda CA 94563 | No | No | No | No | |
1882775 | Tsg7 A Aiv Vi Holdings-A, L.p. | C/O Tsg Consumer Partners 4 Orinda Way, Suite 150-B Orinda CA 94563 | No | No | No | No | |
1882776 | Tsg7 A Management Llc | C/O Tsg Consumer Partners, 4 Orinda Way, Suite 150-B Orinda CA 94563 | No | No | No | No | |
1882834 | Dg Coinvestor Blocker Aggregator, L.p. | C/O Tsg Consumer Partners 4 Orinda Way, Suite 150-B Orinda CA 94563 | No | No | No | No | |
1883107 | Dutch Holdings Llc | C/O Tsg Consumer Partners 4 Orinda Way, Suite 150-B Orinda CA 94563 | No | No | No | 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 C Common Stock | Disposition | 2024-05-13 | 9,240,193 | $0.00 | 10,507,486 | No | 4 | J | Indirect | By Dutch Holdings, LLC |
Class A Common Stock | Acquisiton | 2024-05-13 | 9,240,193 | $0.00 | 9,258,243 | No | 4 | C | Indirect | By Dutch Holdings, LLC |
Class A Common Stock | Disposition | 2024-05-13 | 9,240,193 | $34.65 | 18,050 | No | 4 | S | Indirect | By Dutch Holdings, LLC |
Class C Common Stock | Disposition | 2024-05-13 | 1,083,440 | $0.00 | 9,424,046 | No | 4 | J | Indirect | By Dutch Holdings, LLC |
Class C Common Stock | Disposition | 2024-05-13 | 460,102 | $0.00 | 893,987 | No | 4 | J | Indirect | By TSG7 A AIV VI, L.P. |
Class A Common Stock | Acquisiton | 2024-05-13 | 460,102 | $0.00 | 460,102 | No | 4 | C | Indirect | By TSG7 A AIV VI, L.P. |
Class A Common Stock | Disposition | 2024-05-13 | 460,102 | $34.65 | 0 | No | 4 | S | Indirect | By TSG7 A AIV VI, L.P. |
Class C Common Stock | Disposition | 2024-05-13 | 212,524 | $0.00 | 681,463 | No | 4 | J | Indirect | By TSG7 A AIV VI, L.P. |
Class A Common Stock | Acquisiton | 2024-05-13 | 2,672,601 | $0.00 | 2,672,601 | No | 4 | C | Indirect | TSG7 A AIV VI Holdings-A, L.P. |
Class A Common Stock | Disposition | 2024-05-13 | 2,672,601 | $34.65 | 0 | No | 4 | S | Indirect | TSG7 A AIV VI Holdings-A, L.P. |
Class A Common Stock | Acquisiton | 2024-05-13 | 793,331 | $0.00 | 793,331 | No | 4 | C | Indirect | By DG Coinvestor Blocker Aggregator, L.P. |
Class A Common Stock | Disposition | 2024-05-13 | 793,331 | $34.65 | 0 | No | 4 | S | Indirect | By DG Coinvestor Blocker Aggregator, L.P. |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | J | Indirect | By Dutch Holdings, LLC |
No | 4 | C | Indirect | By Dutch Holdings, LLC |
No | 4 | S | Indirect | By Dutch Holdings, LLC |
No | 4 | J | Indirect | By Dutch Holdings, LLC |
No | 4 | J | Indirect | By TSG7 A AIV VI, L.P. |
No | 4 | C | Indirect | By TSG7 A AIV VI, L.P. |
No | 4 | S | Indirect | By TSG7 A AIV VI, L.P. |
No | 4 | J | Indirect | By TSG7 A AIV VI, L.P. |
No | 4 | C | Indirect | TSG7 A AIV VI Holdings-A, L.P. |
No | 4 | S | Indirect | TSG7 A AIV VI Holdings-A, L.P. |
No | 4 | C | Indirect | By DG Coinvestor Blocker Aggregator, L.P. |
No | 4 | S | Indirect | By DG Coinvestor Blocker Aggregator, L.P. |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Class A Common Stock | Class A Common LLC Units | Disposition | 2024-05-13 | 9,240,193 | $0.00 | 9,240,193 | $0.00 |
Class A Common Stock | Class A Common LLC Units | Disposition | 2024-05-13 | 1,083,440 | $0.00 | 1,083,440 | $0.00 |
Class A Common Stock | Class A Common LLC Units | Disposition | 2024-05-13 | 460,102 | $0.00 | 460,102 | $0.00 |
Class A Common Stock | Class A Common LLC Units | Disposition | 2024-05-13 | 212,524 | $0.00 | 212,524 | $0.00 |
Class A Common Stock | Class D Common Stock | Disposition | 2024-05-13 | 2,672,601 | $0.00 | 2,672,601 | $0.00 |
Class A Common Stock | Class D Common Stock | Disposition | 2024-05-13 | 21,714 | $0.00 | 21,714 | $0.00 |
Class A Common Stock | Class D Common Stock | Disposition | 2024-05-13 | 793,331 | $0.00 | 793,331 | $0.00 |
Class A Common Stock | Class D Common Stock | Disposition | 2024-05-13 | 676 | $0.00 | 676 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
10,507,486 | No | 4 | C | Indirect | ||
9,424,046 | No | 4 | J | Indirect | ||
893,987 | No | 4 | C | Indirect | ||
681,463 | No | 4 | J | Indirect | ||
2,416,940 | No | 4 | C | Indirect | ||
2,395,226 | No | 4 | J | Indirect | ||
725,675 | No | 4 | C | Indirect | ||
724,999 | No | 4 | J | Indirect |
Footnotes
- Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.
- TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.
- (Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners.
- Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 1,083,440 Class C Shares and 315,165 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
- Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 212,524 Class C Shares and 68,117 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
- Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.
- Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled.
- The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.
- Represents a pro rata distribution in kind of Class D Common Stock. 21,714 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
- Represents a pro rata distribution in kind of Class D Common Stock.