Executive Chairman of Board Boersma Travis sold $63,799,523 worth of shares (854,591 units at $74.66) (SEC Form 4)
$BROS
Restaurants
Consumer Discretionary
| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dutch Bros Inc. [ BROS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/25/2025 | S(1) | 177,098 | D | $72.854(2) | 4,022,003 | I | By DM Trust Aggregator, LLC(3) | ||
| Class A Common Stock | 02/25/2025 | S(1) | 43,073 | D | $73.5652(4) | 3,978,930 | I | By DM Trust Aggregator, LLC(3) | ||
| Class A Common Stock | 02/25/2025 | S(1) | 14,448 | D | $74.7161(5) | 3,964,482 | I | By DM Trust Aggregator, LLC(3) | ||
| Class A Common Stock | 02/25/2025 | S(1) | 432 | D | $75.2289(6) | 3,964,050 | I | By DM Trust Aggregator, LLC(3) | ||
| Class A Common Stock | 02/25/2025 | S(7) | 111,376 | D | $72.854(2) | 2,529,403 | I | By DM Individual Aggregator, LLC(3) | ||
| Class A Common Stock | 02/25/2025 | S(7) | 27,087 | D | $73.5652(4) | 2,502,316 | I | By DM Individual Aggregator, LLC(3) | ||
| Class A Common Stock | 02/25/2025 | S(7) | 9,087 | D | $74.716(5) | 2,493,229 | I | By DM Individual Aggregator, LLC(3) | ||
| Class A Common Stock | 02/25/2025 | S(7) | 272 | D | $75.229(6) | 2,492,957 | I | By DM Individual Aggregator, LLC(3) | ||
| Class A Common Stock | 02/26/2025 | S(1) | 56,147 | D | $74.9862(8) | 3,907,903 | I | By DM Trust Aggregator, LLC(3) | ||
| Class A Common Stock | 02/26/2025 | S(1) | 109,646 | D | $75.5356(9) | 3,798,257 | I | By DM Trust Aggregator, LLC(3) | ||
| Class A Common Stock | 02/26/2025 | S(1) | 123,802 | D | $76.6714(10) | 3,674,455 | I | By DM Trust Aggregator, LLC(3) | ||
| Class A Common Stock | 02/26/2025 | S(7) | 35,310 | D | $74.9862(8) | 2,457,647 | I | By DM Individual Aggregator, LLC(3) | ||
| Class A Common Stock | 02/26/2025 | S(7) | 68,956 | D | $75.5356(9) | 2,388,691 | I | By DM Individual Aggregator, LLC(3) | ||
| Class A Common Stock | 02/26/2025 | S(7) | 77,857 | D | $76.6714(10) | 2,310,834 | I | By DM Individual Aggregator, LLC(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by DM Trust Aggregator, LLC on November 22, 2024. |
| 2. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $72.1600 to $73.1500 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 3. The Reporting Person is the manager of DM Trust Aggregator, LLC and DM Individual Aggregator, LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose. |
| 4. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $73.1600 to $74.1500 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 5. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $74.1800 to $75.1250 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 6. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.2000 to $75.3000 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 7. As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by DM Individual Aggregator, LLC on November 22, 2024. |
| 8. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $74.2500 to $75.2450 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 9. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.2500 to $76.2400 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 10. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $76.2500 to $77.1500 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| Remarks: |
| /s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma | 02/27/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||