GAVIN TURNER - 27 Dec 2023 Form 4 Insider Report for Brilliant Earth Group, Inc. (BRLT)

Role
Director, 10%+ Owner
Signature
/s/ Gavin Turner
Issuer symbol
BRLT
Transactions as of
27 Dec 2023
Transactions value $
-$145,609
Form type
4
Filing time
29 Dec 2023, 19:07:07 UTC
Previous filing
21 Dec 2023
Next filing
17 Mar 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRLT Class B Common Stock Conversion of derivative security -24,221 -0.08% 31,918,184 27 Dec 2023 See footnotes F1, F2, F3, F4
transaction BRLT Class A Common Stock Conversion of derivative security +24,221 24,221 27 Dec 2023 See footnote F1, F4
transaction BRLT Class A Common Stock Sale -$84,783 -24,221 -100% $3.5 0 27 Dec 2023 See footnote F1, F4, F5
transaction BRLT Class B Common Stock Conversion of derivative security -9,191 -0.03% 31,908,993 28 Dec 2023 See footnotes F2, F4, F6, F7
transaction BRLT Class A Common Stock Conversion of derivative security +9,191 9,191 28 Dec 2023 See footnote F4, F6
transaction BRLT Class A Common Stock Sale -$32,362 -9,191 -100% $3.52 0 28 Dec 2023 See footnote F4, F6, F8
transaction BRLT Class B Common Stock Conversion of derivative security -8,222 -0.03% 31,900,771 29 Dec 2023 See footnotes F2, F4, F9, F10
transaction BRLT Class A Common Stock Conversion of derivative security +8,222 8,222 29 Dec 2023 See footnote F4, F9
transaction BRLT Class A Common Stock Sale -$28,462 -8,222 -100% $3.46 0 29 Dec 2023 See footnote F4, F9, F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BRLT LLC Units Conversion of derivative security -24,221 -0.08% 31,918,184 27 Dec 2023 Class A Common Stock 24,221 See footnotes F1, F2, F3, F4
transaction BRLT LLC Units Conversion of derivative security -9,191 -0.03% 31,908,993 28 Dec 2023 Class A Common Stock 9,191 See footnotes F2, F4, F6, F7
transaction BRLT LLC Units Conversion of derivative security -8,222 -0.03% 31,900,771 29 Dec 2023 Class A Common Stock 8,222 See footnotes F2, F4, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock exchanged for shares of Class A common stock including (i) 23,651 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 47 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 523 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI").
F2 LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the reporting person prior to the Issuer's initial public offering, do not expire.
F3 Consists of (i) 31,167,169 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,959 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,056 shares of Class B common stock (and associated LLC Units) held by MCOI.
F4 Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with the reporting person possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP, and the reporting person is the sole Manager of MMC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.
F5 This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting person during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.60, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.
F6 Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,975 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 18 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 198 LLC Units and shares of Class B common stock exchanged by MCOI.
F7 Consists of (i) 31,158,194 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,941 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,858 shares of Class B common stock (and associated LLC Units) held by MCOI.
F8 This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting person during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.62, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.
F9 Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,029 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 16 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 177 LLC Units and shares of Class B common stock exchanged by MCOI.
F10 Consists of (i) 31,150,165 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,925 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,681 shares of Class B common stock (and associated LLC Units) held by MCOI.
F11 This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting person during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.44 to $3.50, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.