09/15/2025 | Press release | Distributed by Public on 09/15/2025 16:18
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $20 | 09/11/2025(1) | A | 76,219 | (5) | 09/10/2035 | Class A Common Stock | 76,219 | $ 0 | 76,219 | D | ||||
LLC Units | (6) | 09/11/2025(1) | A | 242,300 | (6) | (6) | Class A Common Stock | 242,300 | (3) | 242,300 | D | ||||
LLC Units | (6) | 09/15/2025 | D | 107,526 | (6) | (6) | Class A Common Stock | 107,526 | $20 | 134,774 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Booth Rodderick Fredrick C/O BLACK ROCK COFFEE BAR, INC. 9170 E. BAHIA DRIVE, SUITE 101 SCOTTSDALE, AZ 85260 |
Chief Financial Officer |
/s/ Sam Seiberling, Attorney-in-Fact | 09/15/2025 | |
**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) | This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a). |
(2) | Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs vest in substantially equal annual installments on each of the first, second, third and fourth anniversaries of the closing of the Issuer's initial public offering. |
(3) | Represents an acquisition of LLC Units and a corresponding number of Class B Common Stock in exchange for former ownership interests of Black Rock Coffee Holdings, LLC pursuant to a recapitalization transaction. |
(4) | Reflects the cancellation for no consideration of Class B Common Stock in connection with the sale of LLC Units. |
(5) | The stock option vests in full on the third anniversary of the closing of the Issuer's initial public offering. |
(6) | The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Units have no expiration date. |