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Brilliant Earth Group, Inc. Director's Dealing 2021

Sep 29, 2021

33676_dirs_2021-09-28_3c784e99-6554-49ad-92ce-e27d550d73f7.zip

Director's Dealing

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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: Grossberg Eric Scott (Director, Executive Chairman, 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 Indirect

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) Indirect

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: Held by Just Rocks, Inc. The Reporting Person owns his shares of Just Rocks, Inc. through The Eric S. Grossberg 2021 Annuity Trust and The Eric S. Grossberg Revaocable Trust, each of which Mr. Grossberg is the Trustee and has voting power and investment power over such shares.

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.