Brilliant Earth Group, Inc. — Director's Dealing 2021

Sep 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Brilliant Earth Group, Inc. (BRLT)
CIK: 0001866757
Period of Report: 2021-09-27

Reporting Person: Just Rocks, Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-27	Class C Common Stock	D	727613	$0.00	Disposed	49505250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-27	Common Units	$	D	727613	Disposed		Class D Common Stock (727613)	Direct

Footnotes

F1: Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption of the Common Units for cash.

F2: The Class C Common Stock will automatically convert into one share of Class B Common Stock upon the earlier of (1) the 10-year anniversary of the date of the closing of the Issuer's Initial Public Offering and (2) the date on which the Reporting Person ceases to hold at least 8% of the aggregate number of shares of all classes of the Issuer's Common Stock then outstanding.

F3: Beth Gerstein and Eric Grossberg are the joint shareholders of Just Rocks, Inc. through various trusts for which they are the trustees and have voting and investment power over.

F4: The Common Units may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forefeited in connection with the redemption. The Common Units have no expiration date.

F5: As described in the prospectus filed by the Issuer with the Securities and Exchange Commission, upon the closing of the initial public offering and the underwriters' exercise of the additional shares, the Issuer redeemed the Common Units from the Reporting Person.

F6: The Common Units are fully vested.