Filing Details

Accession Number:
0000921895-24-002137
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-09-17 08:55:07
Reporting Period:
2024-09-13
Accepted Time:
2024-09-17 08:55:07
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1891101 Brc Inc. BRCC () DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1559771 Engaged Capital Llc 610 Newport Center Drive
Suite 950
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 950
Newport Beach CA 92660
No No Yes No
1580771 W. Glenn Welling C/O Engaged Capital, Llc
610 Newport Center Drive, Suite 950
Newport Beach CA 92660
Yes 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 2024-09-13 684,542 $3.17 13,535,560 No 4 P Indirect By: Engaged Capital Flagship Master Fund, LP
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect By: Engaged Capital Flagship Master Fund, LP
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 121,524 Direct
Class A Common Stock 506,092 Indirect By: Welling Family Trust
Footnotes
  1. This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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.
  2. On September 13, 2024, Engaged Capital Flagship Master entered into a Stock Purchase Agreement (the "Purchase Agreement") with EKNRH Holdings LLC, an entity controlled by Evan Hafer, the Executive Chair of the Issuer, whereby Engaged Capital Flagship Master agreed to purchase 684,542 shares of Class A Common Stock at a price of $3.17 per share. Pursuant to the Purchase Agreement, settlement of the transaction shall occur within two business days of the date thereof.
  3. 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.
  4. 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.