Maury Avi Epstein Files Schedule 13G for 11.24M BRCC Shares
Rhea-AI Filing Summary
Maury Avi Epstein reports beneficial ownership of 11,241,218 Class A-equivalent shares of BRC Inc., representing 8.99% of the company's common stock on the basis described in the filing. The shares are held directly by a trust for which the Reporting Person serves as trustee and by entities for which he serves as manager. These amounts reflect Class A Shares issuable with respect to 11,241,218 Class B Shares that are redeemable one-for-one for Class A Shares.
The ownership percentage is calculated using 113,820,789 Class A Shares outstanding as reported on the issuer's quarterly report, increased by the 11,241,218 Class A Shares issuable in respect of the Class B Shares; the filing notes 134,404,261 Class B Shares outstanding and cautions that the computed percentage may not represent the Reporting Person's actual voting power.
Positive
- Clear disclosure of beneficial ownership: 11,241,218 shares disclosed explicitly
- Material threshold exceeded: 8.99% beneficial ownership reported, above 5% reporting threshold
- Conversion mechanics explained: Class B Shares are redeemable one-for-one for Class A Shares, clarifying how ownership converts
Negative
- Voting-power ambiguity: Filing states 134,404,261 Class B Shares outstanding and notes the computed percentage may not reflect actual voting power
- No group affiliation clarity: Filing indicates not applicable for group items, but does not provide further detail on potential coordinated holders
Insights
TL;DR: Disclosure shows an 8.99% beneficial stake via trust and managed entities; conversion features affect share counts.
The filing states that Maury Avi Epstein, as trustee and manager, beneficially owns 11,241,218 shares, calculated as 8.99% of the combined Class A base used for the calculation. The filing explicitly ties those Class A interests to redeemable Class B Shares that convert one-to-one into Class A Shares, and it discloses sole voting and dispositive power over those shares. Investors should note the calculation basis: 113,820,789 Class A Shares plus the 11,241,218 issuable from Class B Shares. The registrant also reports 134,404,261 Class B Shares outstanding, which the filer identifies as a factor that may change actual voting influence.
TL;DR: A clear Schedule 13G filing outlining beneficial ownership and conversion rights, with a caution on voting-power representation.
The statement discloses beneficial ownership through fiduciary and managerial roles rather than an acquiring group. It documents sole voting and dispositive powers for the 11,241,218 shares and explains the mechanics of Class B Shares redeemable for Class A Shares on a one-to-one basis. The filing explicitly warns that the numerical ownership percentage may not reflect actual voting power due to the large number of outstanding Class B Shares, a governance detail material to understanding control and voting dynamics.