Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TSG7 A Management LLC

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS,

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dutch Bros Inc. [ BROS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	12/18/2023		J⁽¹⁾		915,863	D	⁽¹⁾	31,752,346	I	By Dutch Holdings, LLC⁽²⁾⁽³⁾
Class A Common Stock	12/18/2023		C⁽¹⁾		915,863	A	⁽¹⁾	933,913	I	By Dutch Holdings, LLC⁽²⁾⁽³⁾
Class A Common Stock	12/18/2023		S		915,863	D	$29.34	18,050	I	By Dutch Holdings, LLC⁽²⁾⁽³⁾
Class C Common Stock	12/18/2023		J⁽⁴⁾		50,547	D	⁽⁴⁾	31,701,799	I	By Dutch Holdings, LLC⁽²⁾⁽³⁾
Class C Common Stock	12/18/2023		J⁽¹⁾		53,035	D	⁽¹⁾	2,159,388	I	By TSG7 A AIV VI, L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2023		C⁽¹⁾		53,035	A	⁽¹⁾	53,035	I	By TSG7 A AIV VI, L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2023		S		53,035	D	$29.34	0	I	By TSG7 A AIV VI, L.P.⁽²⁾⁽³⁾
Class C Common Stock	12/18/2023		J⁽⁵⁾		11,125	D	⁽⁵⁾	2,148,263	I	By TSG7 A AIV VI, L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2023		C⁽⁶⁾		250,721	A	⁽⁶⁾	250,721	I	TSG7 A AIV VI Holdings-A, L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2023		S		250,721	D	$29.34	0	I	TSG7 A AIV VI Holdings-A, L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2023		C⁽⁶⁾		74,307	A	⁽⁶⁾	74,307	I	By DG Coinvestor Blocker Aggregator, L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2023		S		74,307	D	$29.34	0	I	By DG Coinvestor Blocker Aggregator, L.P.⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common LLC Units⁽⁷⁾	⁽⁷⁾	12/18/2023		C⁽¹⁾			915,863	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	915,863	⁽¹⁾	31,752,346	I	By Dutch Holdings, LLC⁽²⁾⁽³⁾
Class A Common LLC Units⁽⁷⁾	⁽⁷⁾	12/18/2023		J⁽⁴⁾			50,547	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	50,547	⁽⁴⁾	31,701,799	I	By Dutch Holdings, LLC⁽²⁾⁽³⁾
Class A Common LLC Units⁽⁷⁾	⁽⁷⁾	12/18/2023		C⁽¹⁾			53,035	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	53,035	⁽¹⁾	2,159,388	I	By TSG7 A AIV VI, L.P.⁽²⁾⁽³⁾
Class A Common LLC Units⁽⁷⁾	⁽⁷⁾	12/18/2023		J⁽⁵⁾			11,125	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	11,125	⁽⁵⁾	2,148,263	I	By TSG7 A AIV VI, L.P.⁽²⁾⁽³⁾
Class D Common Stock⁽⁸⁾	⁽⁸⁾	12/18/2023		C⁽⁶⁾			250,721	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	250,721	⁽⁶⁾	8,195,380	I	By TSG7 A AIV VI Holdings-A, L.P.⁽²⁾⁽³⁾
Class D Common Stock⁽⁸⁾	⁽⁸⁾	12/18/2023		J⁽⁹⁾			415	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	415	⁽⁹⁾	8,194,965	I	By TSG7 A AIV VI Holdings-A, L.P.⁽²⁾⁽³⁾
Class D Common Stock⁽⁸⁾	⁽⁸⁾	12/18/2023		C⁽⁶⁾			74,307	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	74,307	⁽⁶⁾	2,438,497	I	By DG Coinvestor Blocker Aggregator, L.P.⁽²⁾⁽³⁾
Class D Common Stock⁽⁸⁾	⁽⁸⁾	12/18/2023		J⁽¹⁰⁾			28	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	28	⁽¹⁰⁾	2,438,469	I	By DG Coinvestor Blocker Aggregator, L.P.⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

TSG7 A Management LLC

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS,

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Dutch Holdings LLC

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TSG7 A AIV VI, L.P.

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TSG7 A AIV VI Holdings-A, L.P.

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DG Coinvestor Blocker Aggregator, L.P.

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS

4 ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.

2. TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.

3. (Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners.

4. Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 50,547 Class C Shares and 50,547 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.

5. Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 11,125 Class C Shares and 11,125 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.

6. Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.

7. Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled.

8. The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.

9. Represents a pro rata distribution in kind of Class D Common Stock. 415 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.

10. Represents a pro rata distribution in kind of Class D Common Stock.

	By: /s/ Drew Weilbacher as Chief Compliance Officer	12/20/2023
	By: /s/ Drew Weilbacher as Chief Compliance Officer	12/20/2023
	By: /s/ Drew Weilbacher as Chief Compliance Officer	12/20/2023
	By: /s/ Drew Weilbacher as Chief Compliance Officer	12/20/2023
	By: /s/ Drew Weilbacher as Chief Compliance Officer	12/20/2023
	** 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).
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