Sec Form 13D Filing - 2018 Reed Dynasty Trust filing for Arhaus Inc. (ARHS) - 2022-01-06

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 disclosures provided in a prior cover page.

   Name of Reporting Persons:

  2018 Reed Dynasty Trust u/a/d December 24, 2018

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  PF

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Ohio

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  36,470,752 (1)

  Shared Voting Power

  0

  Sole Dispositive Power

  36,470,752 (1)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  36,470,752 (1)

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  26.04%

  Type of Reporting Person (See Instructions):

  OO

Represents shares of Class B common stock, which may be converted at any time into one share of Class A common stock. Additionally, each share of Class B common stock will convert automatically into one share of Class A common stock in certain circumstances, including the earliest to occur of (i) twelve months after the death or incapacity of John P. Reed, and (ii) the date upon which the then outstanding shares of Class B common stock first represent less than 10% of the voting power of the then outstanding shares of Class A common stock and Class B common stock.

   Name of Reporting Persons:

  Albert T. Adams

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  PF

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  U.S.A.

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  42,037,341(1)(2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  42,037,341(1)(2)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  42,037,341(1)(2)

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  30.01%

  Type of Reporting Person (See Instructions):

  IN

Represents 42,037,341 shares of Class B common stock held as follows: (a) 5,566,589 shares of Class B common stock held by the Reed 2013 Generation Skipping Trust, of which Messrs. Adams and Beargie are trustees; and (b) 36,470,752 shares of Class B common stock held by the 2018 Reed Dynasty Trust, of which Messrs. Adams and Beargie are trustees. Neither Messrs. Adams nor Beargie have any pecuniary interest in the shares and each disclaims beneficial ownership in such shares.

Each share of Class B common stock may be converted at any time into one share of Class A common stock. Additionally, each share of Class B common stock will convert automatically into one share of Class A common stock in certain circumstances, including the earliest to occur of (i) twelve months after the death or incapacity of John P. Reed, and (ii) the date upon which the then outstanding shares of Class B common stock first represent less than 10% of the voting power of the then outstanding shares of Class A common stock and Class B common stock.

   Name of Reporting Persons:

  William T. Beargie

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  PF

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  U.S.A.

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  42,037,341(1)(2)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  42,037,341(1)(2)

  Aggregate Amount Beneficially Owned by Each Reporting Pers on:

  42,037,341(1)(2)

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  30.01%

  Type of Reporting Person (See Instructions):

  IN

Represents 42,037,341 shares of Class B common stock held as follows: (a) 5,566,589 shares of Class B common stock held by the Reed 2013 Generation Skipping Trust, of which Messrs. Adams and Beargie are trustees; and (b) 36,470,752 shares of Class B common stock held by the 2018 Reed Dynasty Trust, of which Messrs. Adams and Beargie are trustees. Neither Messrs. Adams nor Beargie have any pecuniary interest in the shares and each disclaims beneficial ownership in such shares.

Each share of Class B common stock may be converted at any time into one share of Class A common stock. Additionally, each share of Class B common stock will convert automatically into one share of Class A common stock in certain circumstances, including the earliest to occur of (i) twelve months after the death or incapacity of John P. Reed, and (ii) the date upon which the then outstanding shares of Class B common stock first represent less than 10% of the voting power of the then outstanding shares of Class A common stock and Class B common stock.

SECURITY AND ISSUER

IDENTITY AND BACKGROUND

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

PURPOSE OF TRANSACTION

INTEREST IN SECURITIES OF THE ISSUER

Reporting Person

2018 Reed Dynasty Trust

Albert T. Adams (1)

William T. Beargie (1)

Represents 42,037,341 shares of Class B common stock held as follows: (a) 5,566,589 shares of Class B common stock held by the Reed 2013 Generation Skipping Trust, of which Messrs. Adams and Beargie are trustees; and (b) 36,470,752 shares of Class B common stock held by the 2018 Reed Dynasty Trust, of which Messrs. Adams and Beargie are trustees. Neither Messrs. Adams nor Beargie have any pecuniary interest in the shares and each disclaims beneficial ownership in such shares.

As previously reported on a Form 4 filed with the Securities and Exchange Commission on January 5, 2022, the Reporting Persons effected the following transactions in the past sixty days:

Date of Transaction

January 3, 2022 (1)

The 2019 Trust, of which Mr. Reed is trustee, distributed the remainder interest to the 2018 Trust.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

MATERIAL TO BE FILED AS EXHIBITS

Investor Rights Agreement, dated as of November 8, 2021 among Arhaus, Inc., FS Equity Partners VI, L.P., FS Affiliates VI, L.P., John P. Reed, 2018 Reed Dynasty Trust u/a/d December 24, 2018, John P. Reed Trust u/a/d April 29, 1985, Reed 2013 Generation-Skipping Trust u/a/d October 22, 2013, and The John P. Reed 2019 GRAT u/a/d December 31, 2019 (incorporated by reference to Exhibit 7.1 to the Schedule 13D).

Registration Rights Agreement, dated as of November 8, 2021 among Arhaus, Inc., FS Equity Partners VI, L.P., FS Affiliates VI, L.P., Starrett Family Trust, Dated 4-11-99, Norman S. Matthews, Gregory M. Bettinelli, John P. Reed, 2018 Reed Dynasty Trust u/a/d December 24, 2018, John P. Reed Trust u/a/d April 29, 1985, Reed 2013 Generation-Skipping Trust u/a/d October 22, 2013, and The John P. Reed 2019 GRAT u/a/d December 31, 2019 (incorporated by reference to Exhibit 7.2 to the Schedule 13D).

Form of Lock-Up Agreement (incorporated by reference to Exhibit C of Exhibit 1.1 to the Issuer’s amended Form S-1 filed on October 27, 2021).

Joint Filing Agreement and Power of Attorney, dated November 15, 2021 (incorporated by reference to Exhibit 7.4 to the Schedule 13D).

Power of Attorney of the 2018 Reed Dynasty Trust u/a/d December 24, 2018, dated October 15, 2021.

Power of Attorney of Albert T. Adams, dated September 22, 2021.

Power of Attorney of William T. Beargie, dated September 22, 2021.