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Engaged Capital Co-Invest XIII, LP

Disclosed activity across 1 company

Tapewire entity
127585
SEC CIK
0001888668

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
BRC Inc.BRCC · Entity 6663See Footnote 1May 02, 2022May 04, 2022

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeDirect32,135 Reported balance After 2022-05-02 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2022-05-02 · Grant · Acquired 32,135 · Balance 32,135

F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F2: Represents awards of restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Incentive Plan, in the form of (i) 15,000 RSUs that vest ratably one third on each anniversary of the grant date, (ii) 3,650 RSUs that vest in equal quarterly installments until the first anniversary of the grant date and (iii)13,485 RSUs that vest on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. Shares of the Issuer's Class A Common Stock will be delivered to Mr. Welling following vesting.

Class A Common StockSEC Table I · non-derivativeIndirectBy: Engaged Capital Co-Invest XIII, LP0 Reported balance After 2022-05-03 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2022-05-03 · Other · Disposed 5,025,000 · Balance 0

F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F3: On May 3, 2022, Engaged Capital Co-Invest XIII engaged in a pro rata distribution of 5,025,000 shares of Class A Common Stock to its partners for no consideration (the "Engaged Capital Co-Invest XIII Distribution"). Represents the distribution of 5,025,000 shares of Class A Common Stock held by Engaged Capital Co-Invest XIII pursuant to the Engaged Capital Co-Invest XIII Distribution.

F4: Securities owned directly by Engaged Capital Co-Invest XIII. As the general partner and investment adviser of Engaged Capital Co-Invest XIII, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. 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 Co-Invest XIII.

Class A Common StockSEC Table I · non-derivativeIndirectBy: Engaged Capital Flagship Master Fund, LP10,500,000 Reported balance After 2022-05-03 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2022-05-03 · Other · Acquired 125,000 · Balance 10,500,000

F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F5: Engaged Capital Flagship Master received 125,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F6: 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.

Class A Common StockSEC Table I · non-derivativeIndirectBy: Welling Family Trust100,000 Reported balance After 2022-05-03 transaction · row 4 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 4 · 2022-05-03 · Other · Acquired 100,000 · Balance 100,000

F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F7: Welling Family Trust received 100,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F8: 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.

Class A Common StockSEC Table I · non-derivativeIndirectBy: Managed Account of Engaged Capital, LLC625,000 Reported balance Holding disclosure · report date 2022-05-02 · row 5 Holding and transaction disclosures are not merged.
1 source row

Row 5 · Balance 625,000

F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F9: 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.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F2: Represents awards of restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Incentive Plan, in the form of (i) 15,000 RSUs that vest ratably one third on each anniversary of the grant date, (ii) 3,650 RSUs that vest in equal quarterly installments until the first anniversary of the grant date and (iii)13,485 RSUs that vest on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. Shares of the Issuer's Class A Common Stock will be delivered to Mr. Welling following vesting.

F3: On May 3, 2022, Engaged Capital Co-Invest XIII engaged in a pro rata distribution of 5,025,000 shares of Class A Common Stock to its partners for no consideration (the "Engaged Capital Co-Invest XIII Distribution"). Represents the distribution of 5,025,000 shares of Class A Common Stock held by Engaged Capital Co-Invest XIII pursuant to the Engaged Capital Co-Invest XIII Distribution.

F4: Securities owned directly by Engaged Capital Co-Invest XIII. As the general partner and investment adviser of Engaged Capital Co-Invest XIII, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. 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 Co-Invest XIII.

F5: Engaged Capital Flagship Master received 125,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F6: 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.

F7: Welling Family Trust received 100,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F8: 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.

F9: 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
May 03, 2022 Filed May 4, 2022 20:08 UTC BRC Inc. BRCC · Entity 6663 OtherClass A Common Stock 100,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-22-001471 · form409455048_05042022.xml · nonDerivative · entry 4

Welling Glenn W. · CIK 0001580771 · Director · 10% owner

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · 10% owner · See Footnote 1

Engaged Capital Co-Invest XIII, LP · CIK 0001888668 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Welling Family Trust

Disclosed balance after: 100,000

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F7 · kind: Welling Family Trust received 100,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F7 · shares: Welling Family Trust received 100,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F7 · price: Welling Family Trust received 100,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F8 · ownership.nature: 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.

Read SEC document
May 03, 2022 Filed May 4, 2022 20:08 UTC BRC Inc. BRCC · Entity 6663 OtherClass A Common Stock 125,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-22-001471 · form409455048_05042022.xml · nonDerivative · entry 3

Welling Glenn W. · CIK 0001580771 · Director · 10% owner

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · 10% owner · See Footnote 1

Engaged Capital Co-Invest XIII, LP · CIK 0001888668 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP

Disclosed balance after: 10,500,000

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F5 · kind: Engaged Capital Flagship Master received 125,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F5 · shares: Engaged Capital Flagship Master received 125,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F5 · price: Engaged Capital Flagship Master received 125,000 shares of Class A Common Stock in the Engaged Capital Co-Invest XIII Distribution.

F6 · ownership.nature: 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.

Read SEC document
May 03, 2022 Filed May 4, 2022 20:08 UTC BRC Inc. BRCC · Entity 6663 OtherClass A Common Stock 5,025,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-22-001471 · form409455048_05042022.xml · nonDerivative · entry 2

Welling Glenn W. · CIK 0001580771 · Director · 10% owner

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · 10% owner · See Footnote 1

Engaged Capital Co-Invest XIII, LP · CIK 0001888668 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest XIII, LP

Disclosed balance after: 0

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F3 · kind: On May 3, 2022, Engaged Capital Co-Invest XIII engaged in a pro rata distribution of 5,025,000 shares of Class A Common Stock to its partners for no consideration (the "Engaged Capital Co-Invest XIII Distribution"). Represents the distribution of 5,025,000 shares of Class A Common Stock held by Engaged Capital Co-Invest XIII pursuant to the Engaged Capital Co-Invest XIII Distribution.

F3 · shares: On May 3, 2022, Engaged Capital Co-Invest XIII engaged in a pro rata distribution of 5,025,000 shares of Class A Common Stock to its partners for no consideration (the "Engaged Capital Co-Invest XIII Distribution"). Represents the distribution of 5,025,000 shares of Class A Common Stock held by Engaged Capital Co-Invest XIII pursuant to the Engaged Capital Co-Invest XIII Distribution.

F3 · price: On May 3, 2022, Engaged Capital Co-Invest XIII engaged in a pro rata distribution of 5,025,000 shares of Class A Common Stock to its partners for no consideration (the "Engaged Capital Co-Invest XIII Distribution"). Represents the distribution of 5,025,000 shares of Class A Common Stock held by Engaged Capital Co-Invest XIII pursuant to the Engaged Capital Co-Invest XIII Distribution.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest XIII. As the general partner and investment adviser of Engaged Capital Co-Invest XIII, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest XIII. 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 Co-Invest XIII.

Read SEC document
May 02, 2022 Filed May 4, 2022 20:08 UTC BRC Inc. BRCC · Entity 6663 GrantClass A Common Stock 32,135 $0.00 $0.00
Disclosure

SEC source: 0000921895-22-001471 · form409455048_05042022.xml · nonDerivative · entry 1

Welling Glenn W. · CIK 0001580771 · Director · 10% owner

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · 10% owner · See Footnote 1

Engaged Capital Co-Invest XIII, LP · CIK 0001888668 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,135

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest XIII, LP ("Engaged Capital Co-Invest XIII"), 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.

F2 · kind: Represents awards of restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Incentive Plan, in the form of (i) 15,000 RSUs that vest ratably one third on each anniversary of the grant date, (ii) 3,650 RSUs that vest in equal quarterly installments until the first anniversary of the grant date and (iii)13,485 RSUs that vest on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. Shares of the Issuer's Class A Common Stock will be delivered to Mr. Welling following vesting.

F2 · shares: Represents awards of restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Incentive Plan, in the form of (i) 15,000 RSUs that vest ratably one third on each anniversary of the grant date, (ii) 3,650 RSUs that vest in equal quarterly installments until the first anniversary of the grant date and (iii)13,485 RSUs that vest on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. Shares of the Issuer's Class A Common Stock will be delivered to Mr. Welling following vesting.

F2 · price: Represents awards of restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Incentive Plan, in the form of (i) 15,000 RSUs that vest ratably one third on each anniversary of the grant date, (ii) 3,650 RSUs that vest in equal quarterly installments until the first anniversary of the grant date and (iii)13,485 RSUs that vest on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. Shares of the Issuer's Class A Common Stock will be delivered to Mr. Welling following vesting.

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.