Sec Form 4 Filing - Boersma Travis @ Dutch Bros Inc. - 2025-02-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Boersma Travis
2. Issuer Name and Ticker or Trading Symbol
Dutch Bros Inc. [ BROS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman of Board
(Last) (First) (Middle)
C/O DUTCH BROS INC., PO BOX 1929
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2025
(Street)
GRANTS PASS, OR97528
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 B Common Stock 02/07/2025 J( 1 ) 9,204 D $ 0 ( 1 ) 20,598,536 I By DM Trust Aggregator, LLC ( 2 )
Class B Common Stock 02/07/2025 J( 1 ) 6,326 D $ 0 ( 1 ) 14,157,134 I By DM Individual Aggregator, LLC ( 2 )
Class B Common Stock 02/07/2025 J( 1 ) 204 D $ 0 ( 1 ) 455,276 I By DMI Holdco LLC ( 2 )
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
Class A Common Units ( 3 ) ( 4 ) 02/07/2025 J( 1 ) 15,770 ( 4 ) ( 4 ) Class A Common Stock 15,770 $ 0 ( 1 ) 35,292,045 I By DM Trust Aggregator, LLC ( 2 )
Class A Common Units ( 3 ) ( 4 ) 02/07/2025 J( 1 ) 9,918 ( 4 ) ( 4 ) Class A Common Stock 9,918 $ 0 ( 1 ) 22,194,867 I By DM Individual Aggregator, LLC ( 2 )
Class A Common Units ( 3 ) ( 4 ) 02/07/2025 J( 1 ) 320 ( 4 ) ( 4 ) Class A Common Stock 320 $ 0 ( 1 ) 713,760 I By DMI Holdco LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boersma Travis
C/O DUTCH BROS INC.
PO BOX 1929
GRANTS PASS, OR97528
X X Executive Chairman of Board
Signatures
/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma 02/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 7, 2025, the Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia") were recapitalized through a reverse unit split, which resulted in the surrender and cancellation without consideration of 15,734 shares of the Issuer's Class B Common Stock, in accordance with the amended and restated limited liability company agreement of Dutch Mafia (the "Recapitalization"). As a result of the Recapitalization, the Class A Common Units of Dutch Mafia beneficially owned by DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC were each reduced by 15,770 units, 9,918 units and 320 units, respectively and the shares of Class B Common Stock of the Issuer beneficially owned by DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC were each reduced by 9,204 shares, 6,326 shares and 204 shares, respectively.
( 2 )The Reporting Person is the manager of DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.
( 3 )Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.
( 4 )In accordance with the amended and restated limited liability company agreement of Dutch Mafia, Class A Common Units of Dutch Mafia are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments. Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units"). Upon the exchange of Paired Units for Class A Common Stock of the Issuer, the associated shares of Class B Common Stock are surrendered to and canceled by the Issuer. The Class A Common Units of Dutch Mafia and the Class B Common Stock of the Issuer do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges.

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