Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Weber Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
94770D102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
The information required on 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.
CUSIP No. 94770D102
| 1. |
NAME OF REPORTING PERSONS
WSP Investment LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
38,799,020(1) | ||||
| 6. | SHARED VOTING POWER
— | |||||
| 7. | SOLE DISPOSITIVE POWER
38,799,020(1) | |||||
| 8. | SHARED DISPOSITIVE POWER
— | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,799,020(1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) (See Instruction)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
41.9%(2) | |||||
| 12. | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Consists of shares of Weber Inc.’s Class B common stock, par value $0.00001 per share (“Class B Stock”). Holders of Class B Stock also hold an equal number of common units of Weber HoldCo LLC (“LLC Units”) and are able to redeem such LLC Units for an equal number of shares of Weber Inc.’s Class A common stock, par value $0.001 per share (“Class A Stock”). A holder’s shares of Class B Stock are canceled on a one-to-one basis in connection with such a redemption. |
| (2) | Represents the percentage of Class A Stock deemed beneficially owned as calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. The shares beneficially owned represent 13.4% of the voting power of Weber Inc.’s Class A Stock and Class B Stock collectively, based upon 53,747,199 shares of Class A Stock outstanding and 235,307,151 shares of Class B Stock outstanding as of January 31, 2023 as reported in Weber Inc.’s Form 10-Q filed with the Securities and Exchange Commission on February 9, 2023. Each holder of Class A Stock and Class B Stock is entitled to one vote per share on all matters submitted to Weber Inc.’s stockholders for a vote. |
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| Item 1(a). | Name of Issuer: |
Weber Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1415 S. Roselle Road, Palatine, Illinois 60067
| Item 2(a). | Name of Person Filing: |
WSP Investment LLC
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
14 North Peoria Street, Suite 2E, Chicago, IL 60607
| Item 2(c). | Citizenship or Place of Organization: |
Delaware
| Item 2(d). | Title of Class of Securities: |
Class A common stock, par value $0.001 per share
| Item 2(e). | CUSIP Number: |
94770D102
| Item 3. | If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
The information required by Item 4 is set forth in Rows 5 – 11 of the cover page hereto and is incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item | 6. Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 9, 2023 | WSP INVESTMENT LLC | |||||
| By: | /s/Sidney Frisch | |||||
| Sidney Frisch, Manager | ||||||
VP/#59553443.4
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