Form 4 Weber Inc. For: Jan 26 Filed by: Weber-Stephen Management Pool LLC

January 30, 2023 7:30 PM

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 ^*

Weber-Stephen Management Pool LLC

(Last)

(First)

(Middle)

1415 S. ROSELLE ROAD

(Street)

PALATINE

60067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Weber Inc. [ WEBR ]

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)
01/26/2023

4. If Amendment, Date of 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

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 B Common Stock	01/26/2023		C⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		180,764	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	8,478,749	D

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)
Profits Units in Weber HoldCo LLC	$ 5.79 ⁽⁵⁾ ⁽⁶⁾ ⁽³⁾ ⁽⁴⁾	01/26/2023		C			483,367.13	⁽⁵⁾⁽⁶⁾⁽³⁾⁽⁴⁾	⁽⁵⁾⁽⁶⁾⁽³⁾⁽⁴⁾	Class A Common Stock	483,367.13	⁽⁵⁾ ⁽⁶⁾ ⁽³⁾ ⁽⁴⁾	224,424.47	D
Profits Units in Weber HoldCo LLC	$ 7.5 ⁽⁵⁾ ⁽⁶⁾ ⁽³⁾ ⁽⁴⁾	01/26/2023		C			483,367.13	⁽⁵⁾⁽⁶⁾⁽³⁾⁽⁴⁾	⁽⁵⁾⁽⁶⁾⁽³⁾⁽⁴⁾	Class A Common Stock	483,367.13	⁽⁵⁾ ⁽⁶⁾ ⁽³⁾ ⁽⁴⁾	224,424.47	D

Explanation of Responses:

1. Reflects the issuance of shares of Class B common stock of the issuer ("Class B Common Stock") (and a corresponding number of common units of Weber HoldCo LLC ("LLC Units")) to the reporting person upon the conversion of Profits Units (as defined below) based on the intrinsic or spread value of the Profits Units at the time of conversion.

2. Reflects shares of Class B Common Stock and LLC Units which the reporting person holds on behalf of individuals who hold corresponding units in the reporting person (each a "Management Holder").

3. The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the applicable Management Holder at such Management Holder's election, in which case such Management Holder may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A common stock of the issuer ("Class A Common Stock") on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The LLC Units do not expire.

4. The reporting person has voting and dispositive power over securities held by it, which power is exercised by action of the three managers of the reporting person. Each manager has one vote, and the approval of a majority of the managers is required to approve an action. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein.

5. Reflects profits units in Weber HoldCo LLC (the "Profits Units") which the reporting person holds on behalf of Management Holders. Generally, the Profits Units vest based on the continued service of the applicable Management Holder who holds corresponding units in the reporting person. The Profits Units are convertible, at the applicable Management Holder's election, into LLC Units based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock would be issued to Weber HoldCo LLC).

6. Any Profits Units that have not been converted into LLC Units may be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the applicable Management Holder's termination of employment.

	/s/ Erik Chalut as Attorney-in-Fact for Weber-Stephen Management Pool LLC	01/30/2023
	** Signature of Reporting Person	Date
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Form 4 Weber Inc. For: Jan 26 Filed by: Weber-Stephen Management Pool LLC

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