SEC FORM 4

SEC FORM 4 SEC Form 4

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

60607

(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)
11/07/2022

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)

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	$8.98	11/07/2022		D⁽¹⁾			177,776.93	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A Common Stock	177,776.93	$0	2,125,421.9	D
Profits Units in Weber HoldCo LLC	$10.55	11/07/2022		D⁽¹⁾			88,888.46	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A Common Stock	88,888.46	$0	1,062,710.95	D

Explanation of Responses:

1. Reflects the forfeiture of certain unvested Profits Units (as defined below) in connection with certain employees who forfeited corresponding units in the reporting person in connection with performance metrics applicable to the corresponding units not being fully achieved.

2. Reflects profits units in Weber HoldCo LLC (the "Profits Units") held by the reporting person for the benefit of individuals who hold corresponding units in the reporting person (each a "Management Holder"). 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 election of the relevant Management Holder, into common units of Weber HoldCo LLC (the "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 of the issuer (the "Class B Common Stock") would be issued to the reporting person).

3. Class B Common Stock and LLC Units will then be distributed to the applicable Management Holder who holds corresponding units in the reporting person, in which case, such Management Holder may require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of the issuer's Class A common stock (the "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. Any Profits Units that have not been converted into LLC Units will automatically 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 relevant Management Holder's termination of employment. The LLC Units do not expire.

	/s/ Erik Chalut as Attorney-in-Fact for Weber-Stephen Management Pool LLC	12/06/2022
	** 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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SEC Form 4 filed by Weber-Stephen Management Pool Llc