Sec Form 13G Filing - TSG7 A Management LLC filing for Dutch Bros Inc. (BROS) - 2022-02-02

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.

  Name of Reporting Person:

  TSG7 A Management L.L.C.

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  64,465,503*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  64,465,503*

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  64,465,503*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  65.2%**

  TYPE OF REPORTING PERSON

  OO

Consists of (i) 18,050 shares of Class A Common Stock directly held by Dutch Holdings, LLC and 45,929,515 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class C Common Stock directly held by Dutch Holdings, LLC (the “Dutch Holdings Class C shares”), (ii) 3,076,695 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class C Common Stock directly held by TSG 7 A AIV VI, L.P (the “AIV VI Class C shares”), (iii) 11,908,357 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class D Common Stock directly held by TSG 7 A AIV VI Holdings-A, L.P. (the “AIV VI Holdings Class D shares”) and (iv) 3,532,886 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class D Common Stock directly held by DG Coinvestor Blocker Aggregator, L.P. (the “DG Class D shares”).

Based on (i) 34,431,806 shares of Class A Common Stock outstanding as of November 10, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021 plus (ii) the Dutch Holdings Class C shares, (iii) the AIV VI Class C shares , (iv) the AIV VI Holdings Class D shares , and (v) the DG Class D shares.    

  Name of Reporting Person:

  Dutch Holdings, LLC

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  45,947,565*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  45,947,565*

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  45,947,565*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  57.2%**

  TYPE OF REPORTING PERSON

  OO

Includes 45,929,515 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class C Common Stock held by the Reporting Person (the “Dutch Holdings Class C shares”).

Based on (i) 34,431,806 shares of Class A Common Stock outstanding as of November 10, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021 plus (ii) the Dutch Holdings Class C shares.

  Name of Reporting Person:

  TSG 7 A AIV VI, L.P.

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  3,076,695*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  3,076,695*

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  3,076,695*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  8.2%**

  TYPE OF REPORTING PERSON

  PN

Represents shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class C Common Stock held by the Reporting Person (the “AIV VI Class C shares”).

Based on (i) 34,431,806 shares of Class A Common Stock outstanding as of November 10, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021 plus (ii) the AIV VI Class C shares.

  Name of Reporting Person:

  TSG 7 A AIV VI Holdings-A, L.P.

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  11,908,357*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  11,908,357*

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  11,908,357*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  25.7% **

  TYPE OF REPORTING PERSON

  PN

Represents shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class D Common Stock held by the Reporting Person (the “AIV VI Holdings Class D shares”).

Based on (i) 34,431,806 shares of Class A Common Stock outstanding as of November 10, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021 plus (ii) the AIV VI Holdings Class D shares.

  Name of Reporting Person:

  DG Coinvestor Blocker Aggregator, L.P.

  I.R.S. Identification No. of above Person (entities only) (voluntary)

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  3,532,886*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  3,532,886*

  AGGREGATE AMOUNT BENEFICIALLY OWNED

  3,532,886*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  9.3%**

  TYPE OF REPORTING PERSON

  PN

Represents shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class D Common Stock held by the Reporting Person (the “DG Class D shares”).

Based on (i) 34,431,806 shares of Class A Common Stock outstanding as of November 10, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021 plus (ii) the DG Class D shares.

Address of Issuer’s Principal Executive Offices:

110 SW 4^th Street, Grants Pass, OR 97526

Name of Persons Filing:

This statement is filed by the following (collectively, the “Reporting Persons”):

(i) TSG7 A Management L.L.C. (“TSG7 Management”)

(ii) Dutch Holdings, LLC (“Dutch Holdings”)

(iii) TSG7 A AIV VI, L.P. (“AIV VI”)

(iv) TSG7 A AIV VI Holdings-A, L.P. (“AIV VI Holdings”)

(v) DG Coinvestor Blocker Aggregator, L.P. (”DG”)

The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.

Address of Principal Business Office:

For each Reporting Person: c/o TSG Consumer Partners, 4 Orinda Way, Suite 150-B, Orinda, CA 94563

Citizenship or Place of Organization:

For each Reporting Person: Delaware

Ownership:

(a) through (c):

The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.

The securities reported herein are directly held by Dutch Holdings, AIV VI, AIV VI Holdings and DG. TSG7 Management is the general partner of AIV VI, AIV VI Holdings and DG, and the manager of Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings. As a result of these relationships, TSG7 Management has ultimate voting and dispositive power over the securities reported herein and therefore may be deemed to share beneficial ownership of such securities with their respective direct holders. Each of the Reporting Persons disclaims beneficial ownership of any securities that exceed its pecuniary interest therein.