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

Sep 24, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Brilliant Earth Group, Inc. (?BRLT?)
CIK: 0001866757
Period of Report: 2021-09-23

Reporting Person: Gerstein Beth Tanara (Director, Chief Executive Officer, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Common Stock	50232863	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$		Class D Common Stock (50232863)		Indirect

Footnotes

F1: 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 beneficially hold at least 8% of the aggregate number of shares of all classes of the Issuer's Common Stock then outstanding.

F2: Held by Just Rocks, Inc. The Reporting Person owns her shares of Just Rocks, Inc. through The Beth T. Gerstein 2021 Annuity Trust, The Alexander M. Sutton 2021 Annuity Trust and The Sutton-Gerstein Family Trust, each of which Ms. Gerstein is the Trustee and has voting power and investment power over such shares.

F3: The Common Units may be redeemed by the Reporting Person at any time on or following the closing of the Initial Public Offering for shares of Class D Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class C Common Stock will be forefeited in connection with the redemption. The Common Units have no expiration date.