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: MAINSAIL GP III, LLC (10% Owner)
Reporting Person: Mainsail Partners III, L.P. (10% Owner)
Reporting Person: Mainsail Co-Investors III, L.P. (10% Owner)
Reporting Person: MAINSAIL INCENTIVE PROGRAM, LLC (10% Owner)
Reporting Person: MAINSAIL MANAGEMENT COMPANY, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-27	Class B Common Stock	D	469824	—	Disposed	31965771	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-27	LLC Units	$	D	469824	Disposed		Class A Common Stock (469824)	Indirect

Footnotes

F1: On September 27, 2021, the Issuer used a portion of the net proceeds from the closing of its initial public offering ("IPO") of Class A common stock to redeem common units of Brilliant Earth LLC (the "LLC Units") from the reporting persons, at a price of $11.22 per LLC Unit (the "Redemption"). One share of the Issuer's Class B common stock for every LLC Unit redeemed was forfeited and canceled for no consideration in connection with the Redemption.

F2: Consists of (i) 458,769 shares of Class B common stock forfeited by Mainsail Partners III, L.P. ("MP III"), (ii) 912 shares of Class B common stock forfeited by Mainsail Incentive Program, LLC ("MIP"), and (iii) 10,143 shares of Class B common stock forfeited by Mainsail Co-Investors III, L.P. ("MCOI"), in each case, in connection with the Redemption.

F3: Consists of (i) 31,213,636 shares of Class B common stock (and associated LLC Units) held by Mainsail Partners III, L.P. ("MP III"), (ii) 62,051 shares of Class B common stock (and associated LLC Units) held by Mainsail Incentive Program, LLC ("MIP"), and (iii) 690,084 shares of Class B common stock (and associated LLC Units) held by Mainsail Co-Investors III, L.P. ("MCOI").

F4: Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with Gavin Turner possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP and Gavin Turner is sole Manager of MMC. Mr. Turner has separately reported the securities held by each of the foregoing on his Form 3 filed in his capacity as a director of the Issuer. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.

F5: LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. LLC Units do not expire.