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Filing Details

Accession Number:: 0000899243-24-000239
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-28 19:02:39
Reporting Period:: 2024-03-26

Accepted Time:: 2024-03-28 19:02:39
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1866581	Dutch Bros Inc.	BROS	Retail-Eating & Drinking Places (5810)	871041305

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1882774	Tsg7 A Aiv Vi, L.p.	C/O Tsg Consumer Partners 4 Orinda Way, Suite 150-B Orinda CA 94563	No	No	Yes	No
1882775	Tsg7 A Aiv Vi Holdings-A, L.p.	C/O Tsg Consumer Partners 4 Orinda Way, Suite 150-B Orinda CA 94563	No	No	Yes	No
1882776	Tsg7 A Management Llc	C/O Tsg Consumer Partners, 4 Orinda Way, Suite 150-B Orinda CA 94563	No	No	Yes	No
1882834	Dg Coinvestor Blocker Aggregator, L.p.	C/O Tsg Consumer Partners 4 Orinda Way, Suite 150-B Orinda CA 94563	No	No	Yes	No
1883107	Dutch Holdings Llc	C/O Tsg Consumer Partners 4 Orinda Way, Suite 150-B Orinda CA 94563	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class C Common Stock	Disposition	2024-03-26	5,664,343	$0.00	20,062,840	No	4	J	Indirect	By Dutch Holdings, LLC
Class A Common Stock	Acquisiton	2024-03-26	5,664,343	$0.00	5,682,393	No	4	C	Indirect	By Dutch Holdings, LLC
Class A Common Stock	Disposition	2024-03-26	5,664,343	$33.88	18,050	No	4	S	Indirect	By Dutch Holdings, LLC
Class C Common Stock	Disposition	2024-03-26	315,165	$0.00	19,747,675	No	4	J	Indirect	By Dutch Holdings, LLC
Class C Common Stock	Disposition	2024-03-26	324,735	$0.00	1,422,205	No	4	J	Indirect	By TSG7 A AIV VI, L.P.
Class A Common Stock	Acquisiton	2024-03-26	324,735	$0.00	324,735	No	4	C	Indirect	By TSG7 A AIV VI, L.P.
Class A Common Stock	Disposition	2024-03-26	324,735	$33.88	0	No	4	S	Indirect	By TSG7 A AIV VI, L.P.
Class C Common Stock	Disposition	2024-03-26	68,117	$0.00	1,354,088	No	4	J	Indirect	By TSG7 A AIV VI, L.P.
Class A Common Stock	Acquisiton	2024-03-26	1,551,187	$0.00	1,551,187	No	4	C	Indirect	TSG7 A AIV VI Holdings-A, L.P.
Class A Common Stock	Disposition	2024-03-26	1,551,187	$33.88	0	No	4	S	Indirect	TSG7 A AIV VI Holdings-A, L.P.
Class A Common Stock	Acquisiton	2024-03-26	459,735	$0.00	459,735	No	4	C	Indirect	By DG Coinvestor Blocker Aggregator, L.P.
Class A Common Stock	Disposition	2024-03-26	459,735	$33.88	0	No	4	S	Indirect	By DG Coinvestor Blocker Aggregator, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By Dutch Holdings, LLC
No	4	C	Indirect	By Dutch Holdings, LLC
No	4	S	Indirect	By Dutch Holdings, LLC
No	4	J	Indirect	By Dutch Holdings, LLC
No	4	J	Indirect	By TSG7 A AIV VI, L.P.
No	4	C	Indirect	By TSG7 A AIV VI, L.P.
No	4	S	Indirect	By TSG7 A AIV VI, L.P.
No	4	J	Indirect	By TSG7 A AIV VI, L.P.
No	4	C	Indirect	TSG7 A AIV VI Holdings-A, L.P.
No	4	S	Indirect	TSG7 A AIV VI Holdings-A, L.P.
No	4	C	Indirect	By DG Coinvestor Blocker Aggregator, L.P.
No	4	S	Indirect	By DG Coinvestor Blocker Aggregator, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class A Common LLC Units	Disposition	2024-03-26	5,664,343	$0.00	5,664,343	$0.00
Class A Common Stock	Class A Common LLC Units	Disposition	2024-03-26	315,165	$0.00	315,165	$0.00
Class A Common Stock	Class A Common LLC Units	Disposition	2024-03-26	324,735	$0.00	324,735	$0.00
Class A Common Stock	Class A Common LLC Units	Disposition	2024-03-26	68,117	$0.00	68,117	$0.00
Class A Common Stock	Class D Common Stock	Disposition	2024-03-26	1,551,187	$0.00	1,551,187	$0.00
Class A Common Stock	Class D Common Stock	Disposition	2024-03-26	6,367	$0.00	6,367	$0.00
Class A Common Stock	Class D Common Stock	Disposition	2024-03-26	459,735	$0.00	459,735	$0.00
Class A Common Stock	Class D Common Stock	Disposition	2024-03-26	174	$0.00	174	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
20,062,840	No	4	C	Indirect
19,747,675	No	4	J	Indirect
1,422,205	No	4	C	Indirect
1,354,088	No	4	J	Indirect
5,095,908	No	4	C	Indirect
5,089,541	No	4	J	Indirect
1,519,180	No	4	C	Indirect
1,519,006	No	4	J	Indirect

Footnotes

Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.
TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.
(Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners.
Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 315,165 Class C Shares and 315,165 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 68,117 Class C Shares and 68,117 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.
Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled.
The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.
Represents a pro rata distribution in kind of Class D Common Stock. 6,367 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.
Represents a pro rata distribution in kind of Class D Common Stock.