View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kuo Jeffrey Chuenhong
(Last) (First) (Middle)
C/O BRILLIANT EARTH GROUP, INC.
300 GRANT AVENUE, THIRD FLOOR
(Street)
SAN FRANCISCO CA 94108
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Brilliant Earth Group, Inc. [ BRLT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/01/2022 C 42,329 A $0.00 130,048 D
Class A Common Stock 04/01/2022 S(1) 40,107 D $9.33(2) 89,941 D
Class A Common Stock 04/01/2022 S(1) 2,222 D $10.26(3) 87,719 D
Class B Common Stock 04/01/2022 J(4) 42,329 D $0.00 569,843 D
Class A Common Stock 04/01/2022 C 14,000 A $0.00 14,000 I Held by the Alpha Echo Family Protection Trust
Class A Common Stock 04/01/2022 S(1) 11,799 D $9.59(5) 2,201 I Held by the Alpha Echo Family Protection Trust
Class A Common Stock 04/01/2022 S(1) 2,201 D $10.27(6) 0 I Held by the Alpha Echo Family Protection Trust
Class A Common Stock 04/01/2022 C 14,000 A $0.00 14,000 I Held by the Beta Echo Family Protection Trust
Class A Common Stock 04/01/2022 S(1) 11,802 D $9.59(5) 2,198 I Held by the Beta Echo Family Held by the Beta Echo Family Protection Trust
Class A Common Stock 04/01/2022 S(1) 2,198 D $10.27(6) 0 I Held by the Held by the Beta Echo Family Protection Trust
Class B Common Stock 04/01/2022 J(4) 14,000 D $0.00 101,903 I Held by the Alpha Echo Family Protection Trust
Class B Common Stock 04/01/2022 J(4) 14,000 D $0.00 101,903 I Held by the Beta Echo Family Protection Trust
Class A Common Stock 04/04/2022 C 19,185 A $0.00 106,904 D
Class A Common Stock 04/04/2022 S(1) 19,185 D $9.48(7) 87,719 D
Class B Common Stock 04/04/2022 J(4) 19,185 D $0.00 550,658 D
Class A Common Stock 04/05/2022 C 8,986 A $0.00 96,705 D
Class A Common Stock 04/05/2022 S(1) 8,986 D $9.355(8) 87,719 D
Class B Common Stock 04/05/2022 J(4) 8,986 D $0.00 541,672 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units $0.00 04/01/2022 C 42,329 (9) (9) Class A Common Stock 42,329 $0.00 733,043(10) D
Common Units $0.00 04/01/2022 C 14,000 (9) (9) Class A Common Stock 14,000 $0.00 101,903 I Held by the Alpha Echo Family Protection Trust
Common Units $0.00 04/01/2022 C 14,000 (9) (9) Class A Common Stock 14,000 $0.00 101,903 I Held by the Beta Echo Family Protection Trust
Common Units $0.00 04/04/2022 C 19,185 (9) (9) Class A Common Stock 19,185 $0.00 713,858 D
Common Units $0.00 04/05/2022 C 8,986 (9) (9) Class A Common Stock 8,986 $0.00 704,872 D
Explanation of Responses:
1. The transactions reported herein were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2021.
2. This transaction was executed in multiple trades ranging from $9.10 to $10.08. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
3. This transaction was executed in multiple trades ranging from $10.16 to $10.32. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
4. Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption of Common Units.
5. This transaction was executed in multiple trades ranging from $9.22 to $10.18. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
6. This transaction was executed in multiple trades ranging from $10.23 to $10.32. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
7. This transaction was executed in multiple trades ranging from $9.18 to $9.675. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
8. This transaction was executed in multiple trades ranging from $9.12 to $9.74. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
9. The Common Units may be redeemed by the Reporting Person at any time 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 forfeited in connection with the redemption. The Common Units have no expiration date.
10. The reporting person's Form 4 filed on February 24, 2022 inadvertently underreported the number of common units directly held by the reporting person following the transactions reported therein. The amounts in Table II, column 9 of this filing have been corrected.
Remarks:
/S/ Jeffrey Kuo 04/05/2022
** 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 4 (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.