SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SILVERBOX ENGAGED SPONSOR LLC

(Last) (First) (Middle)
1250 S. CAPITAL OF TEXAS HIGHWAY,
BUILDING 2, SUITE 285

(Street)
AUSTIN TX 78746

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BRC Inc. [ BRCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/03/2022 M(1) 2,262,266 A $11.5 8,315,759 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SILVERBOX ENGAGED SPONSOR LLC

(Last) (First) (Middle)
1250 S. CAPITAL OF TEXAS HIGHWAY,
BUILDING 2, SUITE 285

(Street)
AUSTIN TX 78746

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SilverBox Capital LLC

(Last) (First) (Middle)
1250 S. CAPITAL OF TEXAS HIGHWAY,
BUILDING 2, SUITE 285

(Street)
AUSTIN TX 78746

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Reece Joseph E

(Last) (First) (Middle)
1250 S. CAPITAL OF TEXAS HIGHWAY,
BUILDING 2, SUITE 285

(Street)
AUSTIN TX 78746

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kadenacy Stephen M

(Last) (First) (Middle)
1250 S. CAPITAL OF TEXAS HIGHWAY,
BUILDING 2, SUITE 285

(Street)
AUSTIN TX 78746

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects the exercise of warrants on a cashless basis pursuant to the Warrant Agreement, dated as of February 25, 2021 (the "Warrant Agreement"), by and between SilverBox Engaged Merger Corp I and Continental Stock Transfer & Trust Company (the "Warrant Agent"), as assumed by the Issuer pursuant to that certain Warrant Assumption Agreement, dated as of February 9, 2022, by and between the Issuer and the Warrant Agent. The number of shares of Class A common stock issuable upon cashless exercise of the warrants was determined in accordance with Section 3.3.1(c) of the Warrant Agreement and the Sponsor Letter Agreement, dated as of November 2, 2021, by and between the Issuer, Authentic Brands LLC and SilverBox Engaged Sponsor LLC, by multiplying (i) the number of shares of Class A common stock underlying the warrants by (ii) 0.361.
2. SilverBox Capital LLC is the managing member of SilverBox Engaged Sponsor LLC, and Mr. Reece and Mr. Kadenacy are each a principal of SilverBox Capital LLC. As such, they may be deemed to have or share beneficial ownership of the Class A common stock held directly by SilverBox Engaged Sponsor LLC. Such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest such person may have therein, directly or indirectly.
Joseph Reece, as Authorized Signatory of SilverBox Capital LLC, as managing member SilverBox Engaged Sponsor LLC 05/11/2022
Joseph Reece, as Authorized Signatory of SilverBox Capital LLC 05/11/2022
Joseph Reece 05/11/2022
Stephen Kadenacy 05/11/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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