Sec Form 3 Filing - Matula Alan David @ Weber Inc. - 2022-07-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Matula Alan David
2. Issuer Name and Ticker or Trading Symbol
Weber Inc. [ WEBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Interim CEO
(Last) (First) (Middle)
1415 S. ROSELLE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2022
(Street)
PALATINE, IL60067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 78,242( 1 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Option $ 18.05 ( 2 ) 10/14/2031 Class A Common Stock 70,227 D
Profits Units in Weber HoldCo LLC $ 6.12 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 310,664 D
Profits Units in Weber HoldCo LLC $ 7.91 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 310,664 D
Profits Units in Weber HoldCo LLC $ 9.7 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 310,664 D
Profits Units in Weber HoldCo LLC $ 9.71 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 307,486.7 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Matula Alan David
1415 S. ROSELLE ROAD
PALATINE, IL60067
Interim CEO
Signatures
/s/ Erik Chalut as Attorney-in-Fact for Alan David Matula 08/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects (a) 27,911 restricted stock units that were granted on October 14, 2021, which vest in equal annual installments over three years subject to continued employment through the applicable vesting date, unless the reporting person leaves employment due to death or disability, (b) 35 restricted stock units that were granted in connection with the issuer's initial public offering, which vest on August 9, 2022 subject to continued employment through the vesting date, unless the reporting person leaves employment due to death or disability, (c) 35,400 fully vested restricted stock units, which are subject to deferred settlement, that were issued in connection with the issuer's initial public offering in replacement of long-term incentive awards held by the reporting person under the historical Amended and Restated Weber-Stephen Products LLC Management Incentive Compensation Plan and (d) 14,896 fully vested shares of Class A Common Stock of the issuer ("Class A Common Stock").
( 2 )Reflects stock options that were granted on October 14, 2021, which vest and become exercisable in equal annual installments over three years subject to continued employment through the applicable vesting date, unless the reporting person leaves employment due to death or disability.
( 3 )Reflects profits units in Weber HoldCo LLC (the "Profits Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding profits units of Weber-Stephen Management Pool LLC ("Management Pool LLC"), 1/3 of which are vested and the remaining 2/3 of which vest in equal installments on September 15, 2022 and September 15, 2023. The Profits Units are convertible, at the reporting person's election, into common units of Weber HoldCo LLC ("LLC Units") based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock of the issuer ("Class B Common Stock") would be issued to Weber HoldCo LLC). The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the reporting person at the reporting person's election, in which case
( 4 )(cont'd from fn 3) the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A Common Stock on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. Any Profits Units that have not been converted into LLC Units will automatically be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the reporting person's termination of employment. The LLC Units do not expire.

Remarks:
Exhibit 24 - Power of Attorney

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