Statement of Changes in Beneficial Ownership (4)
December 01 2022 - 4:44PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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BERNER ROBERT L III |
2. Issuer Name and Ticker or Trading Symbol
Vintage Wine Estates, Inc.
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VWE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
937 TAHOE BOULEVARD, SUITE 210 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2022 |
(Street)
INCLINE VILLAGE, NV 89451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/30/2022 | | A | | 10478 (1) | A | $0 | 27550 (2)(3) | D | |
Common Stock | | | | | | | | 6000000 | I | By Bespoke Sponsor Capital LP (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants to purchase common stock | $11.50 | | | | | | | 8/11/2021 | 6/8/2026 | Common stock | 8000000 | | 8000000 | I | By Bespoke Sponsor Capital LP (4) |
Explanation of Responses: |
(1) | This restricted stock award was granted under the Vintage Wine Estates, Inc. 2021 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3. 100% of the restricted stock vests on 11/30/2023. |
(2) | Includes 10,478 shares of restricted stock. |
(3) | Includes 7,072 RSUs that vest on 04/07/2023. |
(4) | The securities reported are held by Bespoke Sponsor Capital LP (the "Sponsor"). Bespoke Capital Partners, LLC ("BCP") is the general partner of the Sponsor and the reporting person is one of the managing members of BCP. The reporting person shares voting and investment power with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of such securities. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BERNER ROBERT L III 937 TAHOE BOULEVARD, SUITE 210 INCLINE VILLAGE, NV 89451 | X | X |
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Signatures
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/s/ Patrick A. Roney, Attorney-in-Fact for Robert L. Berner III | | 12/1/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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