Item 1. Security and Issuer
This Amendment No. 5 to Schedule 13D (this Amendment) amends and supplements the initial statement on Schedule 13D
filed on June 17, 2021, as amended and supplemented by Amendment No. 1 to Schedule 13D filed on March 21, 2022, Amendment No. 2 to Schedule 13D filed on December 21, 2022, Amendment No. 3 to Schedule 13D filed on
January 17, 2023 and Amendment No. 4 to Schedule 13D filed on May 30, 2023 (Amendment No. 4 and, as so amended and supplemented, the Statement) by the Reporting Persons relating
to the common stock, no par value per share (Common Stock) of Vintage Wine Estates, Inc., a Nevada corporation (the Issuer).
This Amendment is being filed to report that (i) on June 9, 2023, Bespoke Sponsor Capital LP effected a pro rata in-kind distribution of an aggregate of 333,332 shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 (the Share
Distribution), and (ii) on June 9, 2023, Bespoke Sponsor Capital LP effected a pro rata in-kind distribution of an aggregate of 444,444 warrants to purchase shares of Common Stock to its
members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 (the Warrant Distribution and, together with the Share Distribution, the Distribution).
Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Statement. Except as specifically provided
herein, this Amendment does not modify any of the information previously reported in the Statement.
Item 3. Source and Amount of Funds or Other
Consideration
Item 3 of the Statement is hereby amended to add the following:
On June 9, 2023, Bespoke Sponsor Capital LP effected the Share Distribution of an aggregate of 333,332 shares of Common Stock to its
members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933 and (ii) on June 9, 2023, Bespoke Sponsor Capital LP effected the Warrant Distribution of an aggregate of 444,444 warrants to purchase
shares of Common Stock to its members for no consideration in a transaction exempt from the requirements of the Securities Act of 1933. As part of the Share Distribution, Mark W.B. Harms received 82,311 shares of Common Stock. As part of the Warrant
Distribution, Mark W.B. Harms received 14,351 warrants to purchase shares of Common Stock.
In addition, Mr. Sebastiani acquired
17,800, 18,243 and 6,757 shares of Common Stock, respectively, on May 26, 2023, May 31, 2023 and June 1, 2023 in open market purchases.
Item 5. Interest in Securities of the Issuer
Item
5(a) and (b) of the Statement is hereby amended and restated as follows:
(a) and (b) The aggregate number of shares of Common
Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to
dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Statement and are incorporated herein by this reference thereto.
Item 2(a) of this Statement, which identifies the Reporting Persons, the Major Investors and the Specified Investors and discloses the
voting provisions of the Investor Rights Agreement and the Voting Agreement, is incorporated herein by this reference thereto.
By virtue
of the Investor Rights Agreement, the Specified Investors may be deemed to be members of a group as defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended. The Specified
Investors collectively own 31,982,513 shares of Common Stock, or approximately 49.8% of all shares of Common Stock outstanding as of April 30, 2023. The Major Investors collectively own 26,430,290 shares of Common Stock, or approximately 41.2%
of all shares of Common Stock outstanding as of that date.
The percentages of beneficial ownership disclosed in this Statement are based
on an aggregate of (i) 59,339,163 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended December 31,
2022, as filed with the SEC on May 10, 2023 and (ii) 4,888,892 shares of Common Stock underlying presently exercisable warrants to purchase shares of Common Stock held by Bespoke Sponsor Capital LP.
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