Black Rock Coffee Bar Inc.

09/15/2025 | Press release | Distributed by Public on 09/15/2025 16:18

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Booth Rodderick Fredrick
2. Issuer Name and Ticker or Trading Symbol
Black Rock Coffee Bar, Inc. [BRCB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O BLACK ROCK COFFEE BAR, INC., 9170 E. BAHIA DRIVE, SUITE 101
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025
(Street)
SCOTTSDALE, AZ 85260
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/11/2025(1) A 37,500 A (2) 37,500 D
Class B Common Stock 09/11/2025(1) A 242,300 A (3) 242,300 D
Class B Common Stock 09/15/2025 D 107,526 D (4) 134,774 D
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)
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 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 Owners

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

Signatures

/s/ Sam Seiberling, Attorney-in-Fact 09/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Black Rock Coffee Bar Inc. published this content on September 15, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 15, 2025 at 22:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]