SEC Filing | Brilliant Earth Group, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

TURNER GAVIN

(Last)

(First)

(Middle)

C/O MAINSAIL MANAGEMENT COMPANY, LLC

500 WEST 5TH STREET, SUITE 1100

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2021

3. Issuer Name and Ticker or Trading Symbol
Brilliant Earth Group, Inc. [ ?BRLT? ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	32,435,595⁽¹⁾	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LLC Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	32,435,595⁽¹⁾	⁽¹⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. Consists of (i) 31,672,405 shares Class B common stock (and associated common units in Brilliant Earth LLC ("LLC Units")) held by Mainsail Partners III, L.P. ("MP III"), (ii) 62,963 shares of Class B common stock (and associate LLC Units) held by Mainsail Incentive Program, LLC ("MIP"), and (iii) 700,227 shares of Class B common stock (and associated LLC Units) held by Mainsail Co-Investors III, L.P. ("MCOI"). Shares of Class B common stock of the Issuer confer no economic rights on the holders thereof. Holders of shares of Class B common stock will be entitled to one vote per share on all matters to be voted on by holders of the Issuer's shares of Class A common stock. Upon exchange of LLC Units that are reported in Table II hereof, an equal number of shares of Class B common stock will be delivered to the Issuer and cancelled for no consideration. LLC Units do not expire.

2. 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 the Reporting Person 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. The Reporting Person is the sole manager of MMC and may be deemed to have voting and investment power with regard to the securities held by MIP. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Gavin Turner	09/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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