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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*
KAPLAN BETH J
(Last) (First) (Middle)
C/O BRILLIANT EARTH GROUP, INC.
300 GRANT AVENUE, THIRD FLOOR
(Street)
SAN FRANCISCO CA 94108
(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 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 78,283 D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units (1) (1) Class A Common Stock 256,200 (2) D
Options (Right to Buy) (3) 09/22/2031 Class A Common Stock 42,306 12 D
Explanation of Responses:
1. A portion of the Common Units will vest immediately upon issuance. The remaining non-vested Common Units vest as to 1/36th of the underlying shares in 25 substantially equal monthly installments, commencing on September 30, 2021, such that the Common Units will become fully vested on September 30, 2023.
2. 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 A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forefeited in connection with the redemption.
3. A portion of the options will vest immediately upon issuance. The remaining non-vested options vest and become exercisable as to the underlying shares in 25 substantially equal monthly installments commencing on September 30, 2021, such that the underlying shares will become fully vested on September 30, 2023.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Jeffrey Kuo as Attorney-in-fact for Beth Janelle Kaplan 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 24

                               POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
Omega Therapeutics, Inc. (the "Company"), the undersigned hereby constitutes and
appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

        1.    prepare, execute in the undersigned's name and on the
              undersigned's behalf, and submit to the United States Securities
              and Exchange Commission (the "SEC") a Form ID, including
              amendments thereto, and any other documents necessary or
              appropriate to obtain and/or regenerate codes and passwords
              enabling the undersigned to make electronic filings with the SEC
              of reports required by Section 16(a) of the Securities Exchange
              Act of 1934, as amended, or any rule or regulation of the SEC;

        2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
              accordance with Section 16 of the Securities Exchange Act of 1934,
              as amended, and the rules thereunder;

        3.    do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Form 3, 4, or 5, complete and execute any
              amendment or amendments thereto, and timely file such form with
              the SEC and any stock exchange or similar authority; and

        4.    take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorney-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorney-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorney-in-fact may approve in
              such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of September, 2021.


                                      Signature:   /s/ Beth Janelle Kaplan
                                                   -------------------------
                                      Print Name: Beth Janelle Kaplan


                                  Schedule A

              Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

Alex Grab
Jeffrey Kuo