Dutch Bros Inc. — Director's Dealing 2021

Sep 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dutch Bros Inc. (BROS)
CIK: 0001866581
Period of Report: 2021-09-21

Reporting Person: TSG7 A Management LLC (10% Owner)
Reporting Person: TSG7 A AIV VI Holdings-A, L.P. (10% Owner)
Reporting Person: DG Coinvestor Blocker Aggregator, L.P. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-21	Class D Common Stock	$	J	1230143	Disposed		Class A Common Stock (1230143)	Indirect
2021-09-21	Class D Common Stock	$	J	364951	Disposed		Class A Common Stock (364951)	Indirect

Footnotes

F1: The Class D Common Stock may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.

F2: In connection with the Issuer's initial public offering of its Class A Common Stock (the "IPO"), TSG7 A AIV VI Holdings-A, L.P. and DG Coinvestor Blocker Aggregator, L.P. redeemed a portion of their respective shares of Class D Common Stock at a price per share equal to the IPO price per share of Class A Common Stock, less the applicable underwriting discount and commissions, for an aggregate cash payment from the Issuer (the "Class D Redemptions"). Pursuant to such Class D Redemptions TSG7 A AIV VI Holdings-A, L.P. and DG Coinvestor Blocker Aggregator, L.P. assigned, conveyed, transferred, delivered and contributed to the Issuer, and the Issuer accepted and assumed, all of their respective rights, titles, obligations, and other interests in and to the redeemed shares in exchange for such payment.

F3: TSG7 A Management, LLC is the general partner of TSG7 A AIV VI Holdings-A, L.P.and DG Coinvestor Blocker Aggregator, L.P. By virtue of these relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI Holdings-A, L.P. and DG Coinvestor Blocker Aggregator, L.P. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.

F4: (Continued from footnote 3), Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities in excess of their respective pecuniary interests.