Form 4 Dutch Bros Inc. For: Aug 15 Filed by: TSG7 A Management LLC

August 17, 2022 5:30 PM EDT

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

TSG7 A Management LLC

(Last)

(First)

(Middle)

C/O TSG CONSUMER PARTNERS, 4

ORINDA WAY, SUITE 150-B

(Street)

ORINDA

94563

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dutch Bros Inc. [ BROS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	08/15/2022		J⁽¹⁾		4,149,151	D	⁽¹⁾	37,654,855	I	By Dutch Holdings, LLC ⁽²⁾ ⁽³⁾
Class A Common Stock	08/15/2022		C⁽¹⁾		4,149,151	A	⁽¹⁾	4,167,201	I	By Dutch Holdings, LLC ⁽²⁾ ⁽³⁾
Class A Common Stock	08/15/2022		S		4,149,151	D	$ 42.8	18,050	I	By Dutch Holdings, LLC ⁽²⁾ ⁽³⁾
Class C Common Stock	08/15/2022		J⁽⁴⁾		774,312	D	⁽⁴⁾	36,880,543	I	By Dutch Holdings, LLC ⁽²⁾ ⁽³⁾
Class C Common Stock	08/15/2022		J⁽¹⁾		180,056	D	⁽¹⁾	2,628,977	I	By TSG7 A AIV VI, L.P. ⁽²⁾ ⁽³⁾
Class A Common Stock	08/15/2022		C⁽¹⁾		180,056	A	⁽¹⁾	180,056	I	By TSG7 A AIV VI, L.P. ⁽²⁾ ⁽³⁾
Class A Common Stock	08/15/2022		S		180,056	D	$ 42.8	0	I	By TSG7 A AIV VI, L.P. ⁽²⁾ ⁽³⁾
Class C Common Stock	08/15/2022		J⁽⁵⁾		137,368	D	⁽⁵⁾	2,491,609	I	By TSG7 A AIV VI, L.P. ⁽²⁾ ⁽³⁾
Class A Common Stock	08/15/2022		C⁽⁶⁾		1,272,130	A	⁽⁶⁾	1,272,130	I	TSG7 A AIV VI Holdings-A, L.P. ⁽²⁾ ⁽³⁾
Class A Common Stock	08/15/2022		S		1,272,130	D	$ 42.8	0	I	TSG7 A AIV VI Holdings-A, L.P. ⁽²⁾ ⁽³⁾
Class A Common Stock	08/15/2022		C⁽⁶⁾		378,268	A	⁽⁶⁾	378,268	I	By DG Coinvestor Blocker Aggregator, L.P. ⁽²⁾ ⁽³⁾
Class A Common Stock	08/15/2022		S		378,268	D	$ 42.8	0	I	By DG Coinvestor Blocker Aggregator, L.P. ⁽²⁾ ⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common LLC Units ⁽⁷⁾	⁽⁷⁾	08/15/2022		C⁽¹⁾			4,149,151	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	4,149,151	⁽¹⁾	37,654,855	I	By Dutch Holdings, LLC ⁽²⁾ ⁽³⁾
Class A Common LLC Units ⁽⁷⁾	⁽⁷⁾	08/15/2022		J⁽⁴⁾			774,312	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	774,312	⁽⁴⁾	36,880,543	I	By Dutch Holdings, LLC ⁽²⁾ ⁽³⁾
Class A Common LLC Units ⁽⁷⁾	⁽⁷⁾	08/15/2022		C⁽¹⁾			180,056	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	180,056	⁽¹⁾	2,628,977	I	By TSG7 A AIV VI, L.P. ⁽²⁾ ⁽³⁾
Class A Common LLC Units ⁽⁷⁾	⁽⁷⁾	08/15/2022		J⁽⁵⁾			137,368	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	137,368	⁽⁵⁾	2,491,609	I	By TSG7 A AIV VI, L.P. ⁽²⁾ ⁽³⁾
Class D Common Stock ⁽⁸⁾	⁽⁸⁾	08/15/2022		C⁽⁶⁾			1,272,130	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,272,130	⁽⁶⁾	9,557,935	I	By TSG7 A AIV VI Holdings-A, L.P. ⁽²⁾ ⁽³⁾
Class D Common Stock ⁽⁸⁾	⁽⁸⁾	08/15/2022		J⁽⁹⁾			16,715	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	16,715	⁽⁹⁾	9,541,220	I	By TSG7 A AIV VI Holdings-A, L.P. ⁽²⁾ ⁽³⁾
Class D Common Stock ⁽⁸⁾	⁽⁸⁾	08/15/2022		C⁽⁶⁾			378,268	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	378,268	⁽⁶⁾	2,837,269	I	By DG Coinvestor Blocker Aggregator, L.P. ⁽²⁾ ⁽³⁾
Class D Common Stock ⁽⁸⁾	⁽⁸⁾	08/15/2022		J⁽¹⁰⁾			458	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	458	⁽¹⁰⁾	2,836,811	I	By DG Coinvestor Blocker Aggregator, L.P. ⁽²⁾ ⁽³⁾

Explanation of Responses:

1. Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.

2. TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.

3. (Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners.

4. Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 373,165 Class C Shares and 373,165 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.

5. Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 137,368 Class C Shares and 137,368 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.

6. Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.

7. Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled.

8. The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.

9. Represents a pro rata distribution in kind of Class D Common Stock. 16,715 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.

10. Represents a pro rata distribution in kind of Class D Common Stock.

	By: /s/ Drew Weilbacher as Chief Compliance Officer	08/16/2022
	** Signature of Reporting Person	Date
	By: /s/ Drew Weilbacher as Chief Compliance Officer	08/16/2022
	** Signature of Reporting Person	Date
	By: /s/ Drew Weilbacher as Chief Compliance Officer	08/16/2022
	** Signature of Reporting Person	Date
	By: /s/ Drew Weilbacher as Chief Compliance Officer	08/16/2022
	** Signature of Reporting Person	Date
	By: /s/ Drew Weilbacher as Chief Compliance Officer	08/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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