SEC Form SC 13G/A filed by Solo Brands Inc. (Amendment)
$DTC
Recreational Games/Products/Toys
Consumer Discretionary
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Solo Brands, Inc.
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(Name of Issuer)
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Class A Common Stock
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(Title of Class of Securities)
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83425V104
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(CUSIP Number)
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May 16, 2023
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 83425V104
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1
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NAMES OF REPORTING PERSONS
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Bertram Growth Capital III (GPLLC), L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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1,068,366
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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1,068,366
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,068,366
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.8% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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(1) Based on 58,083,183 shares of Class A Common Stock of the Issuer outstanding as of March 31, 2023 after giving effect to the Transactions (as defined below), as reported in
the Issuer’s Prospectus Supplement dated May 11, 2023, filed with the Securities and Exchange Commission on May 12, 2023 (the “Prospectus Supplement”).
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| Item 1(a). |
Name of Issuer:
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Solo Brands, Inc., a Delaware corporation (the “Issuer”).
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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1001 Mustang Dr., Grapevine, TX 76051
| Item 2(a) |
Name of Person Filing:
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Bertram Growth Capital III (GPLLC), L.L.C., a Delaware limited liability company (“BGC III (GPLLC)”)(1)
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(1) BGC III (GPLLC) is the general partner of Bertram Growth Capital III (GP), L.P., a Delaware limited partnership (“BGC III (GP)”), and Bertram Growth Capital III Annex Fund (GP), L.P., a Delaware limited partnership (“BGC III Annex (GP)”). BGC III (GP) is the general
partner of Bertram Growth Capital III-A, L.P., a Delaware limited partnership (“BGC III-A”), and Bertram Growth Capital III, L.P., a Delaware limited partnership (“BGC
III”). BGC III Annex (GP) is the general partner of Bertram Growth Capital III Annex Fund, L.P., a Delaware limited partnership (“BGC III Annex”). BGC III is a direct owner of 491,697
shares of Class A Common Stock of the Issuer (“BGC III Shares”). BGC III-A is a direct owner of 215,368 shares of Class A Common Stock of the Issuer (“BGC III-A
Shares”). BGC III Annex is a direct owner of 361,301 shares of Class A Common Stock of the Issuer (“BGC III Annex Shares” and, together with BGC III Shares and BGC III-A Shares, the “BGC III (GPLLC) Reporting Shares”). Jeffrey M. Drazan is the manager of BGC III (GPLLC).
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| Item 2(b) |
Address of Principal Business Office or, if none, Residence:
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The principal business address of BGC III (GPLLC) is Bertram Growth Capital III (GPLLC), L.L.C., 950 Tower Lane, Suite 1000, Foster City, CA 94404.
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Citizenship:
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BGC III (GPLLC) is organized in the State of Delaware.
| Item 2(d) |
Title of Class of Securities:
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Class A Common Stock, par value $0.001 per share.
| Item 2(e) |
CUSIP No:
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83425V104
| Item 3. |
If This Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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☐ Bank as defined, in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940(15 U.S.C. 80a-8);
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☐An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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☐An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (15 U.S.C. 1813);
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☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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☐ Group, in accordance with § 240.13d-113d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
| Item 4. |
Ownership:
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| (a) |
Amount beneficially owned:
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1,068,366 shares of Class A Common Stock of the Issuer are beneficially owned by BGC III (GPLLC).(1)
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(1) On May 10, 2023, the Issuer, BGC III Annex, BGC III-A and BGC III and certain other selling stockholders of the Issuer named therein entered into a privately negotiated stock repurchase
agreement pursuant to which the Issuer agreed to repurchase directly from BGC III Annex, BGC III-A and BGC III 3,531,820 shares of Class A common stock held by BGC III Annex, BGC III-A and BGC III (the “Share Repurchase”). Delivery of the
shares took place on May 16, 2023.
On May 11, 2023, the Issuer, BGC III Annex, BGC III-A and BGC III, certain other selling stockholders of the
Issuer named therein and BofA Securities, Inc. and Jefferies LLC (the “Underwriters”) entered into an Underwriting Agreement, pursuant to which BGC III Annex, BGC III-A and BGC III agreed to sell 7,122,442 shares of Class A common stock to the
Underwriters, and the Underwriters agreed to purchase such shares, at the public offering price less the underwriting discounts and commissions set forth in the Prospectus Supplement (the “Offering” and, together with the Share Repurchase, the
“Transactions”). Delivery of the shares took place on May 16, 2023.
Following the consummation of the Transactions, BGC III Annex is the record owner of 361,301 of these shares, BGC III-A is the record owner of 215,368 of these shares, and BGC
III is the record owner of 491,697 of these shares. BGC III Annex (GP) is the general partner of BGC III Annex. BGC III (GP) is the general partner of BGC III-A and BGC III. BGC III (GPLLC) is the general partner of BGC III Annex (GP)
and BGC III (GP). Mr. Drazan is the manager of BGC III (GPLLC). By virtue of Mr. Drazan’s position as the manager of BGC III (GPLLC), Mr. Drazan may be deemed to have the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) the BGC III (GPLLC) Reporting Shares, and therefore Mr. Drazan may be deemed to be the beneficial owner of the BGC (GPLLC)
Reporting Shares. Each of BGC III (GP), BGC III Annex GP, BGC III (GPLLC), and Mr. Drazan disclaims beneficial ownership of the BGC III (GPLLC) Reporting
Shares. In addition, the filing of this Schedule 13G shall not be construed as an admission that any of the reporting persons is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of
the Securities Exchange Act of 1934, as amended.
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(b)
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Percent of class:
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See the responses to Item 11 on the attached cover page.(1)
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(1) The percentage provided in the response to Item 11 on the attached cover page is based on 58,083,183 shares of Class A Common Stock of the Issuer outstanding as of March 31, 2023 after
giving effect to the Transactions, as reported in the Prospectus Supplement.
| (c) |
Number of shares as to which the person has:
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Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover page.
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Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover page.
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Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover page.
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Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover page.
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| Item 5. |
Ownership of 5 Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check
the following ☒.
| Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person:
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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See Items 2 and 4 above in lieu of an exhibit.
| Item 8. |
Identification and Classification of Members of the Group:
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Not applicable.
| Item 9. |
Notice of Dissolution of Group:
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Not applicable.
| Item 10. |
Certification:
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Not applicable.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: May 17, 2023
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BERTRAM GROWTH CAPITAL III (GPLLC), L.L.C.
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By:
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/s/ Jeffrey M. Drazan
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Jeffrey M. Drazan, Manager
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