UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bridge Investment Group Holdings Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
10806B100
(CUSIP Number)
Robert R. Morse
111 E. Sego Lily Drive, Suite 400,
Salt Lake City, Utah 84070
(801) 716-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 20, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 10806B100 | 13D | Page 1 of 19 pages |
1 |
Names of Reporting Persons
Bridge Founders Group, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
20,550,887 | ||||
8 | Shared Voting Power
0 | |||||
9 | Sole Dispositive Power
20,550,887 | |||||
10 | Shared Dispositive Power
0 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,550,887 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
46.2% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 10806B100 | 13D | Page 2 of 19 pages |
1 |
Names of Reporting Persons
Robert Randolph Morse | |||||
2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
585,428 | ||||
8 | Shared Voting Power
29,282,283 | |||||
9 | Sole Dispositive Power
585,428 | |||||
10 | Shared Dispositive Power
29,282,283 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
29,867,711 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
56.1% | |||||
14 | Type of Reporting Person
IN |
CUSIP No. 10806B100 | 13D | Page 3 of 19 pages |
1 |
Names of Reporting Persons
FLM Holdings, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
27,870,157 | ||||
8 | Shared Voting Power
0 | |||||
9 | Sole Dispositive Power
27,870,157 | |||||
10 | Shared Dispositive Power
0 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
27,870,157 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
53.8% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 10806B100 | 13D | Page 4 of 19 pages |
1 |
Names of Reporting Persons
FLM Management LLC | |||||
2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
1,412,126 | ||||
8 | Shared Voting Power
0 | |||||
9 | Sole Dispositive Power
1,412,126 | |||||
10 | Shared Dispositive Power
0 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,412,126 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
5.6% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 10806B100 | 13D | Page 5 of 19 pages |
1 |
Names of Reporting Persons
Jonathan Slager | |||||
2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
186,372 | ||||
8 | Shared Voting Power
14,398,374 | |||||
9 | Sole Dispositive Power
186,372 | |||||
10 | Shared Dispositive Power
4,951,526 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,584,746 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
50.5% | |||||
14 | Type of Reporting Person
IN |
CUSIP No. 10806B100 | 13D | Page 6 of 19 pages |
1 |
Names of Reporting Persons
SF Intentional Irrevocable Trust dated December 30, 2019 | |||||
2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
2,374,838 | ||||
8 | Shared Voting Power
12,023,536 | |||||
9 | Sole Dispositive Power
2,374,838 | |||||
10 | Shared Dispositive Power
0 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,398,374 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
54.7% | |||||
14 | Type of Reporting Person
OO |
CUSIP No. 10806B100 | 13D | Page 7 of 19 pages |
1 |
Names of Reporting Persons
J.P. Slager, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
2,256,198 | ||||
8 | Shared Voting Power
0 | |||||
9 | Sole Dispositive Power
2,256,198 | |||||
10 | Shared Dispositive Power
0 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,256,198 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
8.6% | |||||
14 | Type of Reporting Person
OO |
CUSIP No. 10806B100 | 13D | Page 8 of 19 pages |
1 |
Names of Reporting Persons
Adam OFarrell | |||||
2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
109,631 | ||||
8 | Shared Voting Power
10,826,640 | |||||
9 | Sole Dispositive Power
109,631 | |||||
10 | Shared Dispositive Power
2,288,345 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,936,271 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
41.7% | |||||
14 | Type of Reporting Person
IN |
CUSIP No. 10806B100 | 13D | Page 9 of 19 pages |
1 |
Names of Reporting Persons
Adam B. OFarrell and Tracy K. OFarrell Trust dtd May 9, 2019 | |||||
2 | Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
1,527,095 | ||||
8 | Shared Voting Power
9,299,245 | |||||
9 | Sole Dispositive Power
1,527,095 | |||||
10 | Shared Dispositive Power
0 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,826,340 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
42.5% | |||||
14 | Type of Reporting Person
OO |
CUSIP No. 10806B100 | 13D | Page 10 of 19 pages |
Item 1. | Security and Issuer. |
This statement on Schedule 13D (the Schedule 13D) relates to the shares of Class A Common Stock, par value $0.01 per share (the Class A Common Stock), of Bridge Investment Group Holdings Inc., a Delaware corporation (the Issuer), whose principal executive office is located at 111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070.
Item 2. | Identity and Background. |
The Schedule 13D is being filed by the following entities (each a Reporting Person and collectively, the Reporting Persons):
Bridge Founders Group, LLC, a Utah limited liability company
Robert Randolph Morse
FLM Holdings, LLC, a Delaware limited liability company
FLM Management LLC, a Delaware limited liability company
Jonathan Slager
SF Intentional Irrevocable Trust dated December 30, 2019 (the SF Intentional Irrevocable Trust)
J.P. Slager, LLC, a Utah limited liability company
Adam OFarrell
Adam B. OFarrell and Tracy K. OFarrell Trust dtd May 9, 2019 (the OFarrell Trust)
Messrs. Morse, Slager and OFarrell are citizens of the United States. Mr. Morses principal occupation is Executive Chairman of the Issuer. Mr. Slagers principal occupation is director and Chief Executive Officer of the Issuer. Mr. OFarrells principal occupation is director and Chief Operating Officer of the Issuer. The other Reporting Persons are principally engaged in the business of managing their investments in the securities of the Issuer.
Information with respect to the managing members of Bridge Founders Group, LLC, FLM Holdings, LLC, FLM Management LLC and J.P. Slager LLC (collectively, the Related Persons), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.
The principal business address for Messrs. Morse, Slager and OFarrell, Bridge Founders Group, LLC, FLM Holdings, LLC, FLM Management LLC, the SF Intentional Irrevocable Trust, J.P. Slager, LLC and the OFarrell Trust is c/o Bridge Investment Group Holdings Inc., 111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070.
By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), Messrs. Morse, Slager and OFarrell, Bridge Founders Group, LLC, FLM Holdings, LLC, FLM Management LLC, the SF Intentional Irrevocable Trust, J.P. Slager, LLC and the OFarrell Trust may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the Exchange Act). For a description of the relationship between these Reporting Persons, see Item 4 below.
CUSIP No. 10806B100 | 13D | Page 11 of 19 pages |
During the last five years, none of the Reporting Persons nor any Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. | Source and Amount of Funds or Other Consideration. |
IPO Reorganization
On July 16, 2021, in connection with the Issuers initial public offering (the IPO), the Issuer engaged in a series of restructuring transactions (the Restructuring Transactions) as a result of which (i) existing equity interests in Bridge Investment Group Holdings LLC (Operating Company) were reclassified into two classes of units: Class A Units (which are entitled to a pro rata share of the economics of the Operating Company) and Class B Units (which are entitled to one vote, and have no economic entitlement). The reclassification provides for a right of redemption of Class A Units (subject in certain circumstances to time-based vesting requirements and certain other restrictions) in exchange for, at the Issuers election (determined solely by its independent directors (within the meaning of the NYSE rules), who are disinterested), shares of the Issuers Class A Common Stock or cash; and (ii) a one-to-one ratio will be maintained between the number of shares of Class A Common Stock and Class B Common Stock and the number of Class A Units.
As a result of the Restructuring Transactions, Bridge Founders Group, LLC acquired 24,740,296 Class A Units, FLM Holdings, LLC acquired 28,873,403 Class A Units, SF Intentional Irrevocable Trust acquired 2,632,075 Class A Units, J.P. Slager, LLC acquired 2,500,584 Class A Units and OFarrell Trust acquired 1,726,055 Class A Units in exchange for their equity interests in the Operating Company. Following a redemption by the Issuer, Bridge Founders Group, LLC, FLM Holdings, LLC, SF Intentional Irrevocable Trust, J.P. Slager, LLC and OFarrell Trust disposed of 4,189,409, 1,003,246, 257,237, 244,386 and 198,960 Class A Units, respectively.
Item 4. | Purpose of Transaction. |
Stockholders Agreement
Pursuant to a stockholders agreement, dated July 16, 2021, by and among the Issuer, the Reporting Persons and certain other stockholders included therein (the Stockholders Agreement), each of the Reporting Persons will have the right to designate (i) that number of individuals, which, assuming all such individuals are successfully elected as directors, when taken together with any incumbent Original Member Directors (as defined below) not standing for election in such election, would result in there being four directors (the Original Member Directors) and (ii) that number of individuals who satisfy the independence requirements specified in the stockholders agreement, which, assuming all such individuals are successfully elected as directors, when taken together with any incumbent Original Member Designated Independent Directors (as defined below) not standing for election in such election, would result in there being three directors (the Original Member Designated Independent Directors). Each
CUSIP No. 10806B100 | 13D | Page 12 of 19 pages |
of the Reporting Persons also agrees to vote, or cause to be voted, all of their outstanding shares of Class A Common Stock and/or Class B Common Stock held such parties, or by which such parties possess voting power (including pursuant to the irrevocable proxy described below), at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the Original Member Directors and the Original Member Designated Independent Directors.
Certain of the parties to the Stockholders Agreement have granted to either SF Intentional Irrevocable Trust and OFarrell Trust an irrevocable proxy to vote such stockholders shares of Class A Common Stock and/or Class B Common Stock with respect to the election and removal of directors. The irrevocable proxy granted will terminate upon the termination of the Stockholders Agreement.
Pursuant to the Stockholders Agreement, the Issuer has agreed to take all commercially reasonable actions to cause (i) the Issuers board of directors (the Board) to be comprised of at least seven directors or such other number of directors as the Board may determine; (ii) the individuals designated in accordance with the terms of the Stockholders Agreement to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders at which directors are to be elected and at each annual meeting of stockholders thereafter at which a directors term expires; and (iii) the individuals designated in accordance with the terms of the Stockholders Agreement to fill the applicable vacancies on the Board.
Registration Rights Agreement
In connection with the IPO, the Issuer entered into a registration rights agreement, dated July 16, 2021 (the Registration Rights Agreement), with the Reporting Persons and certain other identified investors, pursuant to which the Issuer granted shelf registration rights, piggyback registration rights and demand registration rights to such stockholders, for the resale under the Securities Act of 1933, as amended, of the Common Stock held by them, subject to certain conditions set forth therein. Pursuant to the Registration Rights Agreement, the Reporting Persons have also agreed not to transfer any securities of the Issuer for a period of 180 days following the consummation of the IPO and the expiration or waiver of any related lock-up period.
The foregoing descriptions of the Stockholders Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
CUSIP No. 10806B100 | 13D | Page 13 of 19 pages |
The Reporting Persons, subject to certain provisions of the law, may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including Messrs. Morse, Slager and OFarrell in their capacities as officers and directors of the Issuer, may engage in discussions with management, the Board, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuers business or corporate structure, including changes in management or the composition of the Board.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
CUSIP No. 10806B100 | 13D | Page 14 of 19 pages |
Item 5. | Interest in Securities of the Issuer. |
(a) (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 23,946,804 shares of Class A Common Stock outstanding following the consummation of the IPO:
Reporting Person |
Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
Bridge Founders Group, LLC |
20,550,887 | 46.2 | % | 20,550,887 | 0 | 20,550,887 | 0 | |||||||||||||||||
Robert Randolph Morse |
29,867,711 | 56.1 | % | 585,428 | 29,282,283 | 585,428 | 29,282,283 | |||||||||||||||||
FLM Holdings, LLC |
27,870,157 | 53.8 | % | 27,870,157 | 0 | 27,870,157 | 0 | |||||||||||||||||
FLM Management LLC |
1,412,126 | 5.6 | % | 1,412,126 | 0 | 1,412,126 | 0 | |||||||||||||||||
Jonathan Slager |
14,584,746 | 50.5 | % | 186,372 | 14,398,374 | 186,372 | 4,951,526 | |||||||||||||||||
SF Intentional Irrevocable Trust dated December 30, 2019 |
14,398,374 | 54.7 | % | 2,374,838 | 12,023,536 | 2,374,838 | 0 | |||||||||||||||||
J.P. Slager, LLC |
2,256,198 | 8.6 | % | 2,256,198 | 0 | 2,256,198 | 0 | |||||||||||||||||
Adam OFarrell |
10,936,271 | 41.7 | % | 109,631 | 10,826,640 | 109,631 | 2,288,345 | |||||||||||||||||
Adam B. OFarrell and Tracy K. OFarrell Trust dtd May 9, 2019 |
10,826,340 | 42.5 | % | 1,527,095 | 9,299,245 | 1,527,095 | 0 |
Bridge Founders Group, LLC is the record holder of 20,550,887 Class A Units.
Mr. Morse is (i) the record holder of 585,428 shares of Class A Common Stock; (ii) the manager of FLM Holdings, LLC, which is the record holder of 27,870,157 Class A Units; and (iii) the manager of FLM Management LLC, which is the trustee of various family trusts that are the record holders of an aggregate of 1,412,126 Class A Units. As a result, Mr. Morse may be deemed to share beneficial ownership of the securities held of record by FLM Holdings, LLC and the various family trusts.
Mr. Slager is (i) the record holder of 186,372 shares of Class A Common Stock; (ii) the grantor of the SF Intentional Irrevocable Trust, which is the record holder of 2,374,838 Class A Units; (iii) the manager of J.P. Slager, LLC, which is the record holder of 2,256,198 Class A Units; and (iv) the manager of The Christmas, LLC, which is the general partner of the Slager Family Limited Partnership which is the record holder of 320,490 Class A Units. As a result, Mr. Slager may be deemed to share beneficial ownership of the securities held of record by the SF Intentional Irrevocable Trust, J.P. Slager, LLC and the Slager Family Limited Partnership. In addition, certain parties to the Stockholders Agreement have granted an irrevocable proxy to the SF Intentional Irrevocable Trust to vote 12,023,536 shares of Class A Common stock. As a result, Mr. Slager may be deemed share beneficial ownership of the securities subject to the irrevocable proxy.
CUSIP No. 10806B100 | 13D | Page 15 of 19 pages |
Mr. OFarrell is (i) the record holder of 109,631 shares of Class A Common Stock and may be deemed to share beneficial ownership of (a) 300 shares of Class A Common Stock held of record by his daughter and (b) 760,950 Class A Units held of record by the OFarrell Irrevocable Trust, of which Mr. OFarrell is trustee; and (ii) the trustee of the OFarrell Trust, which is the record holder of 1,527,095 Class A Units. As a result, Mr. OFarrell may be deemed to share beneficial ownership of the securities held of record by his daughter, the OFarrell Trust and the OFarrell Irrevocable Trust. In addition, certain parties to the Stockholders Agreement have granted an irrevocable proxy to the OFarrell Trust to vote 9,299,245 shares of Class A Common stock. As a result, Mr. OFarrell may be deemed share beneficial ownership of the securities subject to the irrevocable proxy.
Each Class A Unit may be redeemed at any time for shares of Class A Common Stock on a 1-to-1 basis. As such, each of the individuals and entities noted above may be deemed to beneficially own the shares of Class A Common Stock issuable upon redemption of the Class A Units.
(c) | On July 20, 2021, Bridge Founders Group, LLC, FLM Holdings, LLC, SF Intentional Irrevocable Trust, J.P. Slager, LLC and OFarrell Trust disposed of 4,189,409, 1,003,246, 257,237, 244,386 and 198,960 Class A Units, respectively, pursuant to a redemption by the Issuer. |
Also on July 20, 2021, (i) Messrs. Morse, Slager and OFarrell received from the Issuer an award of 585,428, 186,372 and 109,631 restricted shares of Class A Common Stock, respectively; and (ii) Mr. OFarrells daughter purchased 300 shares of Class A Common Stock for a purchase price of $16.00 per share. |
(d) | None. |
(e) | Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 4 above summarizes certain provisions of the Stockholders Agreement and the Registration Rights Agreement and is incorporated herein by reference. A copy of each of these agreements is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.
Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
CUSIP No. 10806B100 | 13D | Page 16 of 19 pages |
Item 7. | Materials to be Filed as Exhibits |
CUSIP No. 10806B100 | 13D | Page 17 of 19 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 30, 2021
Bridge Founders Group, LLC | ||
By: | /s/ Dean A. Allara | |
Name: | Dean A. Allara | |
Title: | Manager | |
/s/ Robert Randolph Morse | ||
Name: |
Robert Randolph Morse | |
FLM Holdings, LLC | ||
By: | /s/ Robert Randolph Morse | |
Name: | Robert Randolph Morse | |
Title: | Manager | |
FLM Management LLC | ||
By: | /s/ Robert Randolph Morse | |
Name: | Robert Randolph Morse | |
Title: | Manager | |
/s/ Jonathan Slager | ||
Name: |
Jonathan Slager | |
SF Intentional Irrevocable Trust dated December 30, 2019 | ||
By: | /s/ Jonathan Slager | |
Name: | Jonathan Slager | |
Title: | Trustee | |
J.P. Slager, LLC | ||
By: | /s/ Jonathan Slager | |
Name: | Jonathan Slager | |
Title: | Manager |
CUSIP No. 10806B100 | 13D | Page 18 of 19 pages |
/s/ Adam OFarrell | ||
Name: |
Adam OFarrell | |
Adam B. OFarrell and Tracy K. OFarrell Trust dtd May 9, 2019 | ||
By: | /s/ Adam OFarrell | |
Name: | Adam OFarrell | |
Title: | Trustee |
CUSIP No. 10806B100 | 13D | Page 19 of 19 pages |
SCHEDULE A
The name, present principal occupation or employment, business address and citizenship of each of the executive officers and managing members of Bridge Founders Group, LLC, FLM Holdings, LLC, FLM Management LLC and J.P. Slager, LLC are set forth below.
Bridge Founders Group, LLC | ||||||
Name |
Present Principal Occupation or Employment |
Principal Business Address |
Citizenship | |||
Dean Allara | Management Committee Member, Bridge Founders Group, LLC |
111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 |
USA | |||
Christian Young | Management Committee Member, Bridge Founders Group, LLC |
111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 |
USA | |||
Danuel Stanger | Management Committee Member, Bridge Founders Group, LLC |
111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 |
USA | |||
Russell Minnick | Management Committee Member, Bridge Founders Group, LLC |
111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 |
USA | |||
Branson Hamilton | Management Committee Member, Bridge Founders Group, LLC |
111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 |
USA | |||
Thomas Ralphs | Management Committee Member, Bridge Founders Group, LLC |
111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 |
USA | |||
FLM Holdings, LLC | ||||||
Name |
Present Principal Occupation or Employment |
Principal Business Address |
Citizenship | |||
Robert Morse | Executive Chairman, Bridge Investment Group Holdings Inc. |
111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 |
USA | |||
FLM Management LLC | ||||||
Name |
Present Principal Occupation or Employment |
Principal Business Address |
Citizenship | |||
Robert Morse | Executive Chairman, Bridge Investment Group Holdings Inc. |
111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 |
USA | |||
J.P. Slager, LLC | ||||||
Name |
Present Principal Occupation or Employment |
Principal Business Address |
Citizenship | |||
Jonathan Slager | Chief Executive Officer, Bridge Investment Group Holdings Inc. |
111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 |
USA |