08/26/2026 | Press release | Distributed by Public on 08/26/2026 14:16
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LLC Units | (4) | 08/24/2026 | J(1) | 16,014(1) | (4) | (4) | Class A Common Stock | 16,014(1) | (1) | 31,848,071(2) | I | See footnotes(2)(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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TURNER GAVIN C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 AUSTIN, TX 78701 |
X | X | ||
| /s/ Gavin Turner | 08/26/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported transaction, which involves a purchase of a limited partner's interest in Mainsail Co-Investors III, L.P. ("MCOI"), may represent a change in the Reporting Person's pecuniary interest in common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock held by MCOI. For purposes of Section 16(b), such deemed purchase, for an aggregate consideration of $18,096, could be matchable against the sales reported on August 10, 2026, as reported on the Form 4 filed by the Reporting Person on August 12, 2026. Accordingly, the Reporting Person has fully disgorged to the Issuer, the Section 16(b) deemed profit of $2,033. |
| (2) | Consists of (i) 31,098,704 shares of Class B common stock (and associated LLC Units) held by Mainsail Partners III, L.P. ("MP III"), (ii) 61,823 shares of Class B common stock (and associated LLC Units) held by Mainsail Incentive Program, LLC ("MIP"), and (iii) 687,544 shares of Class B common stock (and associated LLC Units) held by MCOI. |
| (3) | Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with the Reporting Person possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP, and the Reporting Person is the sole Manager of MMC. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein. |
| (4) | LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the Reporting Person prior to the Issuer's initial public offering, do not expire. |