Dutch Bros Inc. — Director's Dealing 2021

Sep 15, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Dutch Bros Inc. (BROS)
CIK: 0001866581
Period of Report: 2021-09-14

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	18050	Indirect
Class C Common Stock	50674077	Indirect
Class C Common Stock	3394519	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common LLC Units	$		Class A Common Stock (50674077)		Indirect
Class A Common LLC Units	$		Class A Common Stock (3394519)		Indirect
Class D Common Stock	$		Class A Common Stock (13138500)		Indirect
Class D Common Stock	$		Class A Common Stock (3897837)		Indirect

Footnotes

F1: TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P., and the manager of TSG7 A VI Holdings - A, LLC, DG Coinvestor Blocker Aggregator, LLC, and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by each of the other Reporting Persons. 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. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein.

F2: (continued from footnote 1) 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.

F3: Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date.

F4: 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.