organization · Reporting owner
Engaged Capital Flagship Master Fund, LP
Disclosed activity across 6 companies
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| BRC Inc.BRCC · Entity 6663 | 10% owner | June 01, 2026 | June 03, 2026 |
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.
BRC Inc.
Report date June 01, 2026 · Filed June 03, 2026
Jointly reported with Welling Glenn W., Engaged Capital LLC, Engaged Capital Holdings, LLC
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | Direct | 335,736 |
Reported balance
After 2026-06-01 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2026-06-01 · Grant · Acquired 80,645 · Balance 335,736 F1: 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. F2: Represents an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. that vest on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration. |
| Class A Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 13,935,560 |
Reported balance
Holding disclosure · report date 2026-06-01 · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 2 · Balance 13,935,560 F1: 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. F3: 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-derivative | IndirectBy: Welling Family Trust | 506,092 |
Reported balance
Holding disclosure · report date 2026-06-01 · row 3
Holding and transaction disclosures are not merged.
1 source rowRow 3 · Balance 506,092 F1: 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. F4: 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. |
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, 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 an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. that vest on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration.
F3: 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.
F4: 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.
Past disclosures · reporting ended (5)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
HAIN CELESTIAL GROUP INC
Report date November 15, 2021 · Filed November 18, 2021
Jointly reported with Engaged Capital LLC, Engaged Capital Holdings, LLC, Engaged Capital Co-Invest VI, LP, Engaged Capital Co-Invest VI-B, LP, Engaged Capital Co-Invest VI-C, LP, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd., Engaged Capital Co-Invest VI-D, L.P., Engaged Capital Co-Invest VI-E, L.P.
Section 16 reporting ended · disclosed 2021-11-18. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI, LP | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 7
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2021-11-15 · Sale · Disposed 2,086,956 · Balance 20,000 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F3: Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021. F4: Securities owned directly by Engaged Capital Co-Invest VI. As the general partner and investment adviser of Engaged Capital Co-Invest VI, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. 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 VI. Row 7 · 2021-11-15 · Other · Disposed 20,000 · Balance 0 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F10: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F4: Securities owned directly by Engaged Capital Co-Invest VI. As the general partner and investment adviser of Engaged Capital Co-Invest VI, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. 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 VI. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI-B, LP | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 8
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 2 · 2021-11-15 · Sale · Disposed 2,291,388 · Balance 20,000 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F3: Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021. F5: Securities owned directly by Engaged Capital Co-Invest VI-B. As the general partner and investment adviser of Engaged Capital Co-Invest VI-B, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. 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 VI-B. Row 8 · 2021-11-15 · Other · Disposed 20,000 · Balance 0 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F10: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F5: Securities owned directly by Engaged Capital Co-Invest VI-B. As the general partner and investment adviser of Engaged Capital Co-Invest VI-B, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. 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 VI-B. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI-C, LP | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 9
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 3 · 2021-11-15 · Sale · Disposed 1,397,543 · Balance 10,000 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F3: Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021. F6: Securities owned directly by Engaged Capital Co-Invest VI-C. As the general partner and investment adviser of Engaged Capital Co-Invest VI-C, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. 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 VI-C. Row 9 · 2021-11-15 · Other · Disposed 10,000 · Balance 0 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F10: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F6: Securities owned directly by Engaged Capital Co-Invest VI-C. As the general partner and investment adviser of Engaged Capital Co-Invest VI-C, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. 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 VI-C. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI-D, LP | 0 |
Reported balance
After 2021-11-15 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2021-11-15 · Sale · Disposed 4,096,052 · Balance 0 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F3: Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021. F7: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. 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 VI-D. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI-E, LP | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 6
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 5 · 2021-11-15 · Sale · Disposed 2,507,565 · Balance 1,700,000 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F3: Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021. F8: Securities owned directly by Engaged Capital Co-Invest VI-E. As the general partner and investment adviser of Engaged Capital Co-Invest VI-E, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. 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 VI-E. Row 6 · 2021-11-15 · Sale · Disposed 1,700,000 · Balance 0 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F9: Represents the sale of shares of Common Stock by Engaged Capital Co-Invest VI-E pursuant to a share repurchase agreement (the "Share Repurchase Agreement") entered into on November 9, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D and Engaged Capital Co-Invest VI-E. The Share Repurchase Agreement closed on November 15, 2021. F8: Securities owned directly by Engaged Capital Co-Invest VI-E. As the general partner and investment adviser of Engaged Capital Co-Invest VI-E, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. 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 VI-E. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital, LLC | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 11
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 10 · 2021-11-15 · Other · Acquired 50,000 · Balance 50,000 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F11: Represents the pro rata distribution of shares of Common Stock that Engaged Capital received as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F12: Securities owned directly by Engaged Capital. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital. 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. Row 11 · 2021-11-15 · Other · Disposed 50,000 · Balance 0 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F13: Represents the pro rata distribution of 40,000 shares of Common Stock to Mr. Welling and 10,000 shares of Common Stock to another employee of Engaged Capital. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F12: Securities owned directly by Engaged Capital. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital. 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. |
| Common StockSEC Table I · non-derivative | Direct | 39,108 |
Last balance in matching sequence
After 2021-11-15 transaction · row 13
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 12 · 2021-11-15 · Other · Acquired 40,000 · Balance 79,108 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F14: Represents the pro rata distribution of 40,000 shares of Common Stock by Engaged Capital to Mr. Welling. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. Row 13 · 2021-11-15 · Gift · Disposed 40,000 · Balance 39,108 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F15: Represents a bona fide gift to an unaffiliated charitable organization. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 1,719,645 |
Reported balance
Holding disclosure · report date 2021-11-15 · row 14
Holding and transaction disclosures are not merged.
1 source rowRow 14 · Balance 1,719,645 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F16: 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. |
| Common StockSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 147,449 |
Reported balance
Holding disclosure · report date 2021-11-15 · row 15
Holding and transaction disclosures are not merged.
1 source rowRow 15 · Balance 147,449 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F17: 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 VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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").
F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F3: Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021.
F4: Securities owned directly by Engaged Capital Co-Invest VI. As the general partner and investment adviser of Engaged Capital Co-Invest VI, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. 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 VI.
F5: Securities owned directly by Engaged Capital Co-Invest VI-B. As the general partner and investment adviser of Engaged Capital Co-Invest VI-B, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. 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 VI-B.
F6: Securities owned directly by Engaged Capital Co-Invest VI-C. As the general partner and investment adviser of Engaged Capital Co-Invest VI-C, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. 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 VI-C.
F7: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. 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 VI-D.
F8: Securities owned directly by Engaged Capital Co-Invest VI-E. As the general partner and investment adviser of Engaged Capital Co-Invest VI-E, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. 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 VI-E.
F9: Represents the sale of shares of Common Stock by Engaged Capital Co-Invest VI-E pursuant to a share repurchase agreement (the "Share Repurchase Agreement") entered into on November 9, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D and Engaged Capital Co-Invest VI-E. The Share Repurchase Agreement closed on November 15, 2021.
F10: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise.
F11: Represents the pro rata distribution of shares of Common Stock that Engaged Capital received as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise.
F12: Securities owned directly by Engaged Capital. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital. 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.
F13: Represents the pro rata distribution of 40,000 shares of Common Stock to Mr. Welling and 10,000 shares of Common Stock to another employee of Engaged Capital. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise.
F14: Represents the pro rata distribution of 40,000 shares of Common Stock by Engaged Capital to Mr. Welling. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise.
F15: Represents a bona fide gift to an unaffiliated charitable organization.
F16: 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.
F17: 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.
JAMBA, INC.
Report date September 13, 2018 · Filed September 13, 2018
Jointly reported with Welling Glenn W., Engaged Capital LLC, Engaged Capital Holdings, LLC, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd.
Section 16 reporting ended · disclosed 2018-09-13. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, par value $0.001 per shareSEC Table I · non-derivative | Direct | 0 |
Last balance in matching sequence
After 2018-09-13 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2018-09-13 · Other · Disposed 18,121 · Balance 5,218 F1: 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Row 2 · 2018-09-13 · Disposition to issuer · Disposed 5,218 · Balance 0 F1: 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| Common Stock, par value $0.001 per shareSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 0 |
Reported balance
After 2018-09-13 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2018-09-13 · Other · Disposed 2,603,020 · Balance 0 F1: 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling was also a director of the Issuer until September 13, 2018. 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: Shares 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 shares 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 shares owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. |
| Common Stock, par value $0.001 per shareSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 0 |
Reported balance
After 2018-09-13 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2018-09-13 · Other · Disposed 230,982 · Balance 0 F1: 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling was also a director of the Issuer until September 13, 2018. 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: Shares 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 shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares 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 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling was also a director of the Issuer until September 13, 2018. 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: Shares 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 shares 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 shares owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master.
F3: Shares 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 shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account.
MAGNACHIP SEMICONDUCTOR Corp
Report date January 11, 2017 · Filed January 13, 2017
Jointly reported with Engaged Capital LLC, Welling Glenn W., Engaged Capital Holdings, LLC, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd.
Section 16 reporting ended · disclosed 2017-01-13. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, par value $0.01 per shareSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 3,105,124 |
Reported balance
After 2017-01-11 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2017-01-11 · Sale · Disposed 347,850 · Balance 3,105,124 F1: 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 no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. F6: Effective July 1, 2016, Engaged Capital Master Feeder II, LP changed its name to Engaged Capital Flagship Master Fund, LP, Engaged Capital II, LP changed its name to Engaged Capital Flagship Fund, LP and Engaged Capital II Offshore Ltd. changed its name to Engaged Capital Flagship Fund, Ltd. |
| Common Stock, par value $0.01 per shareSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 347,850 |
Reported balance
After 2017-01-11 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2017-01-11 · Sale · Disposed 52,150 · Balance 347,850 F1: 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 no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account. |
| 5.00% Exchangeable Senior Notes due 2021SEC Table II · derivative / convertible security · Conversion / exercise price $8.26 · Expires 2021-03-01 | IndirectBy: Engaged Capital Flagship Master Fund, LP | Not disclosed |
Reported balance
After 2017-01-11 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2017-01-11 · Purchase · Acquired Not disclosed · Balance Not disclosed F4: The 5.00% Exchangeable Senior Notes due 2021 (the "Convertible Notes") bear interest at a rate of 5.00% per annum, with interest payable semiannually. The principal of the Convertible Notes is convertible into shares of the Issuer's Common Stock at any time after their issuance at a conversion price of approximately $8.2550 per share, subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes; however, the Convertible Notes are subject to a blocker provision that precludes holders from converting the Convertible Notes to the extent that the holder and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in excess of 9.99% of the Issuer's shares outstanding immediately after giving effect to such conversion. F5: At the time the Convertible Notes were purchased (pre-market January 11, 2017), the market value of the Issuer's Common Stock was $6.35, based off of the closing price of the Common Stock on January 10, 2017. On January 11, 2017, the Common Stock opened at $6.55 and closed at $6.70, with a low of $6.40 and a high of $6.85 during the day. As such, in accordance with Rule 16b-6(c)(2) under the Exchange Act, there are no recoverable profits in connection with the transactions reported herein. F1: 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 no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. F6: Effective July 1, 2016, Engaged Capital Master Feeder II, LP changed its name to Engaged Capital Flagship Master Fund, LP, Engaged Capital II, LP changed its name to Engaged Capital Flagship Fund, LP and Engaged Capital II Offshore Ltd. changed its name to Engaged Capital Flagship Fund, Ltd. |
| 5.00% Exchangeable Senior Notes due 2021SEC Table II · derivative / convertible security · Conversion / exercise price $8.26 · Expires 2021-03-01 | IndirectBy: Managed Account of Engaged Capital, LLC | Not disclosed |
Reported balance
After 2017-01-11 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2017-01-11 · Purchase · Acquired Not disclosed · Balance Not disclosed F4: The 5.00% Exchangeable Senior Notes due 2021 (the "Convertible Notes") bear interest at a rate of 5.00% per annum, with interest payable semiannually. The principal of the Convertible Notes is convertible into shares of the Issuer's Common Stock at any time after their issuance at a conversion price of approximately $8.2550 per share, subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes; however, the Convertible Notes are subject to a blocker provision that precludes holders from converting the Convertible Notes to the extent that the holder and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in excess of 9.99% of the Issuer's shares outstanding immediately after giving effect to such conversion. F5: At the time the Convertible Notes were purchased (pre-market January 11, 2017), the market value of the Issuer's Common Stock was $6.35, based off of the closing price of the Common Stock on January 10, 2017. On January 11, 2017, the Common Stock opened at $6.55 and closed at $6.70, with a low of $6.40 and a high of $6.85 during the day. As such, in accordance with Rule 16b-6(c)(2) under the Exchange Act, there are no recoverable profits in connection with the transactions reported herein. F1: 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 no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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: 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, as the Founder and Chief Investment Officer of Engaged Capital and 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 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 no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
F3: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.
F4: The 5.00% Exchangeable Senior Notes due 2021 (the "Convertible Notes") bear interest at a rate of 5.00% per annum, with interest payable semiannually. The principal of the Convertible Notes is convertible into shares of the Issuer's Common Stock at any time after their issuance at a conversion price of approximately $8.2550 per share, subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes; however, the Convertible Notes are subject to a blocker provision that precludes holders from converting the Convertible Notes to the extent that the holder and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in excess of 9.99% of the Issuer's shares outstanding immediately after giving effect to such conversion.
F5: At the time the Convertible Notes were purchased (pre-market January 11, 2017), the market value of the Issuer's Common Stock was $6.35, based off of the closing price of the Common Stock on January 10, 2017. On January 11, 2017, the Common Stock opened at $6.55 and closed at $6.70, with a low of $6.40 and a high of $6.85 during the day. As such, in accordance with Rule 16b-6(c)(2) under the Exchange Act, there are no recoverable profits in connection with the transactions reported herein.
F6: Effective July 1, 2016, Engaged Capital Master Feeder II, LP changed its name to Engaged Capital Flagship Master Fund, LP, Engaged Capital II, LP changed its name to Engaged Capital Flagship Fund, LP and Engaged Capital II Offshore Ltd. changed its name to Engaged Capital Flagship Fund, Ltd.
SunOpta Inc.
Report date August 16, 2022 · Filed August 18, 2022
Jointly reported with Engaged Capital LLC, Engaged Capital Holdings, LLC, Welling Glenn W., Engaged Capital Co-Invest IV-A, LP, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd.
Section 16 reporting ended · disclosed 2022-08-18. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common SharesSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 4,747,346 |
Last balance in matching sequence
After 2022-08-17 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2022-08-16 · Sale · Disposed 67,249 · Balance 5,144,877 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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 no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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: The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act. F3: 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. Row 2 · 2022-08-17 · Sale · Disposed 397,531 · Balance 4,747,346 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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 no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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: 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. |
| Common SharesSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 371,440 |
Last balance in matching sequence
After 2022-08-17 transaction · row 4
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 3 · 2022-08-16 · Sale · Disposed 478,204 · Balance 401,589 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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 no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F4: 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. Row 4 · 2022-08-17 · Sale · Disposed 30,149 · Balance 371,440 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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 no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F4: 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 IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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 no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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: The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act.
F3: 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.
F4: 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.
UPBOUND GROUP, INC.
Report date August 20, 2018 · Filed August 22, 2018
Jointly reported with Engaged Capital LLC, Engaged Capital Holdings, LLC, Welling Glenn W., Engaged Capital Co-Invest V, LP, Engaged Capital Co-Invest V-A, LP, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd.
Section 16 reporting ended · disclosed 2018-08-22. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 1,286,153 |
Reported balance
After 2018-08-20 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2018-08-20 · Sale · Disposed 1,233,816 · Balance 1,286,153 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. 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: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest V, LP | 1,379,881 |
Reported balance
After 2018-08-20 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2018-08-20 · Sale · Disposed 1,323,730 · Balance 1,379,881 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. 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: Securities owned directly by Engaged Capital Co-Invest V. As the general partner and investment adviser of Engaged Capital Co-Invest V, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest V-A, LP | 1,730,278 |
Reported balance
After 2018-08-20 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2018-08-20 · Sale · Disposed 1,659,870 · Balance 1,730,278 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F4: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. |
| Common StockSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 137,297 |
Reported balance
After 2018-08-20 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2018-08-20 · Sale · Disposed 232,584 · Balance 137,297 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. 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: 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, as the Founder and Chief Investment Officer of Engaged Capital and 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 V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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 previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. 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: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
F3: Securities owned directly by Engaged Capital Co-Invest V. As the general partner and investment adviser of Engaged Capital Co-Invest V, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V.
F4: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.
F5: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.
Transaction history
JSON APIPurchases/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 date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| June 01, 2026 Filed Jun 3, 2026 22:41 UTC | BRC Inc. BRCC · Entity 6663 | GrantClass A Common Stock | 80,645 | $0.00 | $0.00 |
DisclosureSEC source: 0000921895-26-001547 · form409455048_06032026.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 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 335,736 F1 · security: 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. F2 · shares: Represents an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. that vest on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration. Read SEC document |
| July 18, 2025 Filed Jul 22, 2025 20:39 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 400,000 | $1.25 | $500,000.00 |
DisclosureSEC source: 0000921895-25-002015 · form409455048_07222025.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 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 13,935,560 F1 · security: 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. F2 · shares: Shares of the Issuer's Class A Common Stock acquired in the Issuer's underwritten public offering at the public offering price of $1.25 per share. F3 · ownership.nature: 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 |
| June 18, 2025 Filed Jun 23, 2025 21:30 UTC | BRC Inc. BRCC · Entity 6663 | GrantClass A Common Stock | 133,567 | $0.00 | $0.00 |
DisclosureSEC source: 0000921895-25-001827 · form409455048_06232025.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 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 255,091 F1 · security: 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. F2 · shares: Represents awards of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. in the form of (i) 87,413 restricted stock units that vest on the first anniversary of the grant date and (ii) 46,154 restricted stock units that vest in equal quarterly installments until the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration. Read SEC document |
| September 13, 2024 Filed Sep 17, 2024 12:55 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 684,542 | $3.17 | $2,169,998.14 |
DisclosureSEC source: 0000921895-24-002137 · form409455048_09162024.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 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 13,535,560 F1 · security: 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. F2 · shares: 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. F3 · ownership.nature: 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 01, 2024 Filed May 3, 2024 21:10 UTC | BRC Inc. BRCC · Entity 6663 | GrantClass A Common Stock | 53,887 | $0.00 | $0.00 |
DisclosureSEC source: 0001062993-24-009380 · form4.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 121,524 F1 · security: Represents awards of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. (the "Issuer") in the form of (i) 33,512 restricted stock units that vest on the first anniversary of the grant date and (ii) 20,375 restricted stock units that vest in equal quarterly installments until the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration. F2 · security: 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. Read SEC document |
| December 11, 2023 Filed Dec 12, 2023 16:40 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 200,000 | $3.85 | $770,000.00 |
DisclosureSEC source: 0000921895-23-002750 · form409455048_12122023.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 12,851,018 F1 · security: 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. F2 · 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 |
| November 15, 2023 Filed Nov 16, 2023 16:25 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 200,000 | $3.27 | $653,440.00 |
DisclosureSEC source: 0000921895-23-002660 · form409455048_11162023.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 12,651,018 F1 · security: 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. F2 · 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 |
| June 30, 2023 Filed Jul 3, 2023 17:01 UTC | BRC Inc. BRCC · Entity 6663 | OtherClass A Common Stock | 900,432 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-23-000941 · e618754_4-brc.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By: Managed Account of Engaged Capital, LLC 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 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: On June 30, 2023, Engaged Capital's relationship with the separately managed account terminated. As a result, Engaged Capital no longer retains voting or dispositive power with respect to any of the shares that were held in the separately managed account and does not have a pecuniary interest in any such shares. F2 · price: On June 30, 2023, Engaged Capital's relationship with the separately managed account terminated. As a result, Engaged Capital no longer retains voting or dispositive power with respect to any of the shares that were held in the separately managed account and does not have a pecuniary interest in any such shares. F2 · ownership.nature: On June 30, 2023, Engaged Capital's relationship with the separately managed account terminated. As a result, Engaged Capital no longer retains voting or dispositive power with respect to any of the shares that were held in the separately managed account and does not have a pecuniary interest in any such shares. Read SEC document |
| May 05, 2023 Filed May 9, 2023 19:35 UTC | BRC Inc. BRCC · Entity 6663 | GrantClass A Common Stock | 35,502 | $0.00 | $0.00 |
DisclosureSEC source: 0001062993-23-010604 · form4.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 67,637 F1 · security: Represents awards of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. (the "Issuer") in the form of (i) 23,234 restricted stock units that vest on the first anniversary of the grant date and (ii) 12,268 restricted stock units that vest in equal quarterly installments until the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration. F2 · security: 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. Read SEC document |
| December 16, 2022 Filed Dec 19, 2022 16:42 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 20,000 | $6.76 | $135,142.00 |
DisclosureSEC source: 0000921895-22-003240 · form409455048_12192022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 900,432 F1 · security: 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. F2 · ownership.nature: 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. Read SEC document |
| December 15, 2022 Filed Dec 15, 2022 18:20 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 14,468 | $6.52 | $94,293.74 |
DisclosureSEC source: 0000921895-22-003212 · form409455048_12152022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 880,432 F1 · security: 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. F2 · ownership.nature: 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. Read SEC document |
| December 14, 2022 Filed Dec 15, 2022 18:20 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 15,000 | $6.50 | $97,500.00 |
DisclosureSEC source: 0000921895-22-003212 · form409455048_12152022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 865,964 F1 · security: 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. F2 · ownership.nature: 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. Read SEC document |
| December 13, 2022 Filed Dec 15, 2022 18:20 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 7,820 | $6.50 | $50,799.50 |
DisclosureSEC source: 0000921895-22-003212 · form409455048_12152022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 850,964 F1 · security: 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. F2 · ownership.nature: 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. Read SEC document |
| December 12, 2022 Filed Dec 12, 2022 19:29 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 15,000 | $6.17 | $92,484.00 |
DisclosureSEC source: 0000921895-22-003200 · form409455048_12122022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 843,144 F1 · security: 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. F2 · ownership.nature: 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. Read SEC document |
| December 09, 2022 Filed Dec 12, 2022 19:29 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 10,000 | $6.11 | $61,051.00 |
DisclosureSEC source: 0000921895-22-003200 · form409455048_12122022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 828,144 F1 · security: 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. F2 · ownership.nature: 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. Read SEC document |
| December 08, 2022 Filed Dec 9, 2022 08:07 UTC | BRC Inc. BRCC · Entity 6663 | PurchaseClass A Common Stock | 17,712 | $5.97 | $105,765.44 |
DisclosureSEC source: 0001193805-22-001674 · e618098_4-brcc.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 818,144 F1 · security: 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. F2 · ownership.nature: 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. Read SEC document |
| August 17, 2022 Filed Aug 18, 2022 23:24 UTC | SunOpta Inc. STKL · Entity 49798 | SaleCommon Shares | 30,149 | $10.71 | $322,835.49 |
DisclosureSEC source: 0000921895-22-002503 · form409455021_08182022.xml · nonDerivative · entry 4 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Welling Glenn W. · CIK 0001580771 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 371,440 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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 no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F4 · ownership.nature: 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. Read SEC document |
| August 17, 2022 Filed Aug 18, 2022 23:24 UTC | SunOpta Inc. STKL · Entity 49798 | SaleCommon Shares | 397,531 | $10.71 | $4,256,761.95 |
DisclosureSEC source: 0000921895-22-002503 · form409455021_08182022.xml · nonDerivative · entry 2 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Welling Glenn W. · CIK 0001580771 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 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: 4,747,346 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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 no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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 · 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 |
| August 16, 2022 Filed Aug 18, 2022 23:24 UTC | SunOpta Inc. STKL · Entity 49798 | SaleCommon Shares | 478,204 | $11.03 | $5,274,781.40 |
DisclosureSEC source: 0000921895-22-002503 · form409455021_08182022.xml · nonDerivative · entry 3 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Welling Glenn W. · CIK 0001580771 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 401,589 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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 no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F4 · ownership.nature: 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. Read SEC document |
| August 16, 2022 Filed Aug 18, 2022 23:24 UTC | SunOpta Inc. STKL · Entity 49798 | SaleCommon Shares | 67,249 | $11.03 | $741,783.37 |
DisclosureSEC source: 0000921895-22-002503 · form409455021_08182022.xml · nonDerivative · entry 1 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Welling Glenn W. · CIK 0001580771 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 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: 5,144,877 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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 no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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 · date: The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act. F2 · kind: The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act. F2 · shares: The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act. F2 · price: The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act. F2 · acquired: The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act. F3 · 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 |
| August 08, 2022 Filed Aug 10, 2022 17:39 UTC | BRC Inc. BRCC · Entity 6663 | OtherClass A Common Stock | 406,092 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-22-002388 · form409455048_08102022.xml · nonDerivative · entry 7 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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner 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: 506,092 F1 · security: 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. F6 · kind: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F6 · shares: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F6 · price: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F7 · 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 |
| August 08, 2022 Filed Aug 10, 2022 17:39 UTC | BRC Inc. BRCC · Entity 6663 | OtherClass A Common Stock | 406,092 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-22-002388 · form409455048_08102022.xml · nonDerivative · entry 6 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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner 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 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. F6 · kind: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F6 · shares: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F6 · price: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. Read SEC document |
| August 08, 2022 Filed Aug 10, 2022 17:39 UTC | BRC Inc. BRCC · Entity 6663 | OtherClass A Common Stock | 406,092 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-22-002388 · form409455048_08102022.xml · nonDerivative · entry 5 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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 438,227 F1 · security: 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. F6 · kind: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F6 · shares: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F6 · price: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. Read SEC document |
| August 08, 2022 Filed Aug 10, 2022 17:39 UTC | BRC Inc. BRCC · Entity 6663 | OtherClass A Common Stock | 702,052 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-22-002388 · form409455048_08102022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital, LLC 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 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. F6 · kind: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F6 · shares: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F6 · price: On August 8, 2022, immediately following the SilverBox Distribution, Engaged Capital engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "Engaged Capital Distribution"). As a member of Engaged Capital, Mr. Welling received 406,092 shares of Class A Common Stock in connection with the Engaged Capital Distribution, which he immediately contributed to the Welling Family Trust for no consideration. F5 · ownership.nature: Securities owned directly by Engaged Capital. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital. 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. Read SEC document |
| August 08, 2022 Filed Aug 10, 2022 17:39 UTC | BRC Inc. BRCC · Entity 6663 | OtherClass A Common Stock | 702,052 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-22-002388 · form409455048_08102022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital, LLC Disclosed balance after: 702,052 F1 · security: 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. F2 · kind: On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively. F2 · shares: On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively. F2 · price: On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively. F5 · ownership.nature: Securities owned directly by Engaged Capital. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital. 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. Read SEC document |
| August 08, 2022 Filed Aug 10, 2022 17:39 UTC | BRC Inc. BRCC · Entity 6663 | OtherClass A Common Stock | 175,432 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-22-002388 · form409455048_08102022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 800,432 F1 · security: 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. F2 · kind: On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively. F2 · shares: On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively. F2 · price: On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively. F4 · ownership.nature: 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. Read SEC document |
| August 08, 2022 Filed Aug 10, 2022 17:39 UTC | BRC Inc. BRCC · Entity 6663 | OtherClass A Common Stock | 1,951,018 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-22-002388 · form409455048_08102022.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 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner 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: 12,451,018 F1 · security: 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. F2 · kind: On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively. F2 · shares: On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively. F2 · price: On August 8, 2022, SilverBox Engaged Sponsor LLC ("SilverBox") engaged in a pro rata distribution of the shares of Class A Common Stock held by it to its members for no consideration (the "SilverBox Distribution"). As members of SilverBox, each of Engaged Capital Flagship Master, the Engaged Capital Account (as defined below) and Engaged Capital received 1,951,018 shares of Class A Common Stock, 175,432 shares of Class A Common Stock and 702,052 shares of Class A Common Stock, respectively. F3 · 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 |
| June 16, 2022 Filed Jun 16, 2022 23:33 UTC | SunOpta Inc. STKL · Entity 49798 | SaleCash-Settled Total Return Swap · Derivative | 125,379 | Not disclosed Strike: $6.59 | Not disclosed |
DisclosureSEC source: 0000921895-22-002018 · form409455021_06162022.xml · derivative · entry 6 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Special Situation Fund, LP · CIK 0001813061 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 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 Special Situation Fund, LP Disclosed balance after: 0 Underlying: Common Shares · 0 shares Expires 2023-08-24 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), 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 SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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 · derivative.exercise_price: Represents the reference price associated with the applicable Swap (as defined below). F6 · kind: Engaged Capital Special Situation previously entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution as the counterparty. Engaged Capital Special Situation no longer has any economic exposure to such Swaps. Previously, the Swaps provided Engaged Capital Special Situation with economic results that are comparable to the economic results of ownership, but did not provide Engaged Capital Special Situation with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that were the subject of the Swap (the "Subject Shares"). The Reporting Persons expressly disclaims beneficial ownership of the Subject Shares except to the extent of their pecuniary interest therein. F5 · price: Represents the reference price associated with the applicable Swap (as defined below). F6 · price: Engaged Capital Special Situation previously entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution as the counterparty. Engaged Capital Special Situation no longer has any economic exposure to such Swaps. Previously, the Swaps provided Engaged Capital Special Situation with economic results that are comparable to the economic results of ownership, but did not provide Engaged Capital Special Situation with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that were the subject of the Swap (the "Subject Shares"). The Reporting Persons expressly disclaims beneficial ownership of the Subject Shares except to the extent of their pecuniary interest therein. F6 · derivative.exercise_date: Engaged Capital Special Situation previously entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution as the counterparty. Engaged Capital Special Situation no longer has any economic exposure to such Swaps. Previously, the Swaps provided Engaged Capital Special Situation with economic results that are comparable to the economic results of ownership, but did not provide Engaged Capital Special Situation with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that were the subject of the Swap (the "Subject Shares"). The Reporting Persons expressly disclaims beneficial ownership of the Subject Shares except to the extent of their pecuniary interest therein. F2 · ownership.nature: Securities owned directly by Engaged Capital Special Situation. As the general partner and investment adviser of Engaged Capital Special Situation, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Read SEC document |
| June 16, 2022 Filed Jun 16, 2022 23:33 UTC | SunOpta Inc. STKL · Entity 49798 | SaleCash-Settled Total Return Swap · Derivative | 58,644 | Not disclosed Strike: $6.55 | Not disclosed |
DisclosureSEC source: 0000921895-22-002018 · form409455021_06162022.xml · derivative · entry 5 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Special Situation Fund, LP · CIK 0001813061 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 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 Special Situation Fund, LP Disclosed balance after: 0 Underlying: Common Shares · 0 shares Expires 2023-08-24 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), 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 SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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 · derivative.exercise_price: Represents the reference price associated with the applicable Swap (as defined below). F6 · kind: Engaged Capital Special Situation previously entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution as the counterparty. Engaged Capital Special Situation no longer has any economic exposure to such Swaps. Previously, the Swaps provided Engaged Capital Special Situation with economic results that are comparable to the economic results of ownership, but did not provide Engaged Capital Special Situation with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that were the subject of the Swap (the "Subject Shares"). The Reporting Persons expressly disclaims beneficial ownership of the Subject Shares except to the extent of their pecuniary interest therein. F5 · price: Represents the reference price associated with the applicable Swap (as defined below). F6 · price: Engaged Capital Special Situation previously entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution as the counterparty. Engaged Capital Special Situation no longer has any economic exposure to such Swaps. Previously, the Swaps provided Engaged Capital Special Situation with economic results that are comparable to the economic results of ownership, but did not provide Engaged Capital Special Situation with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that were the subject of the Swap (the "Subject Shares"). The Reporting Persons expressly disclaims beneficial ownership of the Subject Shares except to the extent of their pecuniary interest therein. F6 · derivative.exercise_date: Engaged Capital Special Situation previously entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution as the counterparty. Engaged Capital Special Situation no longer has any economic exposure to such Swaps. Previously, the Swaps provided Engaged Capital Special Situation with economic results that are comparable to the economic results of ownership, but did not provide Engaged Capital Special Situation with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that were the subject of the Swap (the "Subject Shares"). The Reporting Persons expressly disclaims beneficial ownership of the Subject Shares except to the extent of their pecuniary interest therein. F2 · ownership.nature: Securities owned directly by Engaged Capital Special Situation. As the general partner and investment adviser of Engaged Capital Special Situation, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Read SEC document |
| June 15, 2022 Filed Jun 16, 2022 23:33 UTC | SunOpta Inc. STKL · Entity 49798 | SaleCommon Shares | 437,489 | $7.24 | $3,167,070.37 |
DisclosureSEC source: 0000921895-22-002018 · form409455021_06162022.xml · nonDerivative · entry 2 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Special Situation Fund, LP · CIK 0001813061 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 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 Special Situation Fund, 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 IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), 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 SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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 · ownership.nature: Securities owned directly by Engaged Capital Special Situation. As the general partner and investment adviser of Engaged Capital Special Situation, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Read SEC document |
| June 14, 2022 Filed Jun 16, 2022 23:33 UTC | SunOpta Inc. STKL · Entity 49798 | SaleCommon Shares | 602,837 | $7.01 | $4,227,937.02 |
DisclosureSEC source: 0000921895-22-002018 · form409455021_06162022.xml · nonDerivative · entry 1 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Special Situation Fund, LP · CIK 0001813061 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 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 Special Situation Fund, LP Disclosed balance after: 437,489 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), 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 SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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 · ownership.nature: Securities owned directly by Engaged Capital Special Situation. As the general partner and investment adviser of Engaged Capital Special Situation, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Read SEC document |
| 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
| March 02, 2022 Filed Mar 5, 2022 01:03 UTC | SunOpta Inc. STKL · Entity 49798 | OtherCommon Shares | 447,025 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-22-000773 · form409455021_03042022.xml · nonDerivative · entry 5 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV, LP · CIK 0001680308 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Special Situation Fund, LP · CIK 0001813061 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 879,793 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV, LP ("Engaged Capital Co-Invest IV"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), 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 SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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: The Engaged Capital Account received 447,025 shares of common stock in the Engaged Capital Co-Invest IV Distribution. F7 · shares: The Engaged Capital Account received 447,025 shares of common stock in the Engaged Capital Co-Invest IV Distribution. F7 · price: The Engaged Capital Account received 447,025 shares of common stock in the Engaged Capital Co-Invest IV Distribution. F8 · ownership.nature: 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. Read SEC document |
| March 02, 2022 Filed Mar 5, 2022 01:03 UTC | SunOpta Inc. STKL · Entity 49798 | OtherCommon Shares | 3,144,078 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-22-000773 · form409455021_03042022.xml · nonDerivative · entry 4 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV, LP · CIK 0001680308 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Special Situation Fund, LP · CIK 0001813061 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 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 IV, 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 IV, LP ("Engaged Capital Co-Invest IV"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), 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 SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F6 · kind: On March 2, 2022, Engaged Capital Co-Invest IV engaged in a pro rata distribution of 3,144,078 shares to its partners for no consideration (the "Engaged Capital Co-Invest IV Distribution"). Represents the distribution of 3,144,078 shares of common stock of the Issuer held by Engaged Capital Co-Invest IV pursuant to the Engaged Capital Co-Invest IV Distribution. F6 · shares: On March 2, 2022, Engaged Capital Co-Invest IV engaged in a pro rata distribution of 3,144,078 shares to its partners for no consideration (the "Engaged Capital Co-Invest IV Distribution"). Represents the distribution of 3,144,078 shares of common stock of the Issuer held by Engaged Capital Co-Invest IV pursuant to the Engaged Capital Co-Invest IV Distribution. F6 · price: On March 2, 2022, Engaged Capital Co-Invest IV engaged in a pro rata distribution of 3,144,078 shares to its partners for no consideration (the "Engaged Capital Co-Invest IV Distribution"). Represents the distribution of 3,144,078 shares of common stock of the Issuer held by Engaged Capital Co-Invest IV pursuant to the Engaged Capital Co-Invest IV Distribution. F5 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest IV. As the general partner and investment adviser of Engaged Capital Co-Invest IV, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Read SEC document |
| March 02, 2022 Filed Mar 5, 2022 01:03 UTC | SunOpta Inc. STKL · Entity 49798 | SaleCommon Shares | 22,561 | $5.21 | $117,542.81 |
DisclosureSEC source: 0000921895-22-000773 · form409455021_03042022.xml · nonDerivative · entry 3 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV, LP · CIK 0001680308 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Special Situation Fund, LP · CIK 0001813061 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 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 IV, LP Disclosed balance after: 3,144,078 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV, LP ("Engaged Capital Co-Invest IV"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), 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 SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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 March 2, 2022, Engaged Capital Co-Invest IV sold 22,561 Shares at $5.21 per share to Engaged Capital Flagship Master in a private transaction. F3 · shares: On March 2, 2022, Engaged Capital Co-Invest IV sold 22,561 Shares at $5.21 per share to Engaged Capital Flagship Master in a private transaction. F3 · price: On March 2, 2022, Engaged Capital Co-Invest IV sold 22,561 Shares at $5.21 per share to Engaged Capital Flagship Master in a private transaction. F5 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest IV. As the general partner and investment adviser of Engaged Capital Co-Invest IV, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Read SEC document |
| March 02, 2022 Filed Mar 5, 2022 01:03 UTC | SunOpta Inc. STKL · Entity 49798 | PurchaseCommon Shares | 22,561 | $5.21 | $117,542.81 |
DisclosureSEC source: 0000921895-22-000773 · form409455021_03042022.xml · nonDerivative · entry 2 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest IV, LP · CIK 0001680308 · See Footnote 1 Engaged Capital Co-Invest IV-A, LP · CIK 0001810615 · See Footnote 1 Engaged Capital Special Situation Fund, LP · CIK 0001813061 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 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: 5,212,126 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV, LP ("Engaged Capital Co-Invest IV"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), 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 SunOpta Inc.'s (the "Issuer") outstanding Common Shares. 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 March 2, 2022, Engaged Capital Co-Invest IV sold 22,561 Shares at $5.21 per share to Engaged Capital Flagship Master in a private transaction. F3 · shares: On March 2, 2022, Engaged Capital Co-Invest IV sold 22,561 Shares at $5.21 per share to Engaged Capital Flagship Master in a private transaction. F3 · price: On March 2, 2022, Engaged Capital Co-Invest IV sold 22,561 Shares at $5.21 per share to Engaged Capital Flagship Master in a private transaction. F4 · 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 |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | GiftCommon Stock | 40,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 13 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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: 39,108 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F15 · kind: Represents a bona fide gift to an unaffiliated charitable organization. F15 · shares: Represents a bona fide gift to an unaffiliated charitable organization. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | OtherCommon Stock | 40,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 12 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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: 79,108 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F14 · kind: Represents the pro rata distribution of 40,000 shares of Common Stock by Engaged Capital to Mr. Welling. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F14 · shares: Represents the pro rata distribution of 40,000 shares of Common Stock by Engaged Capital to Mr. Welling. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F14 · price: Represents the pro rata distribution of 40,000 shares of Common Stock by Engaged Capital to Mr. Welling. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | OtherCommon Stock | 50,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 11 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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, LLC 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 VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F13 · kind: Represents the pro rata distribution of 40,000 shares of Common Stock to Mr. Welling and 10,000 shares of Common Stock to another employee of Engaged Capital. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F13 · shares: Represents the pro rata distribution of 40,000 shares of Common Stock to Mr. Welling and 10,000 shares of Common Stock to another employee of Engaged Capital. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F13 · price: Represents the pro rata distribution of 40,000 shares of Common Stock to Mr. Welling and 10,000 shares of Common Stock to another employee of Engaged Capital. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F12 · ownership.nature: Securities owned directly by Engaged Capital. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital. 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. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | OtherCommon Stock | 50,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 10 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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, LLC Disclosed balance after: 50,000 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F11 · kind: Represents the pro rata distribution of shares of Common Stock that Engaged Capital received as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F11 · shares: Represents the pro rata distribution of shares of Common Stock that Engaged Capital received as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F11 · price: Represents the pro rata distribution of shares of Common Stock that Engaged Capital received as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F12 · ownership.nature: Securities owned directly by Engaged Capital. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital. 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. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | OtherCommon Stock | 10,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 9 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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 VI-C, 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 VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F10 · kind: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F10 · shares: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F10 · price: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F6 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-C. As the general partner and investment adviser of Engaged Capital Co-Invest VI-C, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. 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 VI-C. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | OtherCommon Stock | 20,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 8 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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 VI-B, 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 VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F10 · kind: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F10 · shares: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F10 · price: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F5 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-B. As the general partner and investment adviser of Engaged Capital Co-Invest VI-B, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. 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 VI-B. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | OtherCommon Stock | 20,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 7 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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 VI, 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 VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F10 · kind: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F10 · shares: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F10 · price: Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise. F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI. As the general partner and investment adviser of Engaged Capital Co-Invest VI, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. 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 VI. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | SaleCommon Stock | 1,700,000 | $45.00 | $76,500,000.00 |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 6 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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 VI-E, 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 VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F9 · shares: Represents the sale of shares of Common Stock by Engaged Capital Co-Invest VI-E pursuant to a share repurchase agreement (the "Share Repurchase Agreement") entered into on November 9, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D and Engaged Capital Co-Invest VI-E. The Share Repurchase Agreement closed on November 15, 2021. F8 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-E. As the general partner and investment adviser of Engaged Capital Co-Invest VI-E, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. 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 VI-E. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | SaleCommon Stock | 2,507,565 | $45.00 | $112,840,425.00 |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 5 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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 VI-E, LP Disclosed balance after: 1,700,000 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F3 · shares: Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021. F8 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-E. As the general partner and investment adviser of Engaged Capital Co-Invest VI-E, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. 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 VI-E. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | SaleCommon Stock | 4,096,052 | $45.00 | $184,322,340.00 |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 4 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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 VI-D, 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 VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F3 · shares: Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021. F7 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. 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 VI-D. Read SEC document |
| November 15, 2021 Filed Nov 18, 2021 00:38 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | SaleCommon Stock | 1,397,543 | $45.00 | $62,889,435.00 |
DisclosureSEC source: 0000921895-21-002723 · form409455027b_11172021.xml · nonDerivative · entry 3 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Engaged Capital Co-Invest VI-D, L.P. · CIK 0001768883 · See Footnote 1 Engaged Capital Co-Invest VI-E, L.P. · CIK 0001768884 · 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 VI-C, LP Disclosed balance after: 10,000 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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"). F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. F3 · shares: Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021. F6 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-C. As the general partner and investment adviser of Engaged Capital Co-Invest VI-C, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. 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 VI-C. 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.