Statement of Changes in Beneficial Ownership (4)
06 January 2022 - 10:02AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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2018 Reed Dynasty Trust |
2. Issuer Name and Ticker or Trading Symbol
Arhaus, Inc.
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ARHS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ALBERT T. ADAMS, 127 PUBLIC SQUARE, STE. 2000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2022 |
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(Street)
CLEVELAND, OH 44114
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Class B Common Stock | $0.0 | 1/3/2022 | | G (1) |
V
| 7035433 | | (2) | (2) | Class A Common Stock | 7035433.0 | $0 (1) | 36470752 | D | |
| Explanation of Responses: |
| (1) | Upon termination of The John P. Reed 2019 GRAT (the "GRAT"), 7,035,433 shares of Class B Common Stock were transferred to the Reporting Person, the holder of the residual interest of the GRAT on January 3, 2022. The transfer of shares of Class B Common Stock to the Reporting Person constitutes a "Permitted Transfer" as defined in the Issuer's Amended and Restated Certificate of Incorporation. Accordingly, following the transfer, the shares remain shares of Class B Common Stock. |
| (2) | Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and it is automatically convertible upon the terms and conditions set forth in the Issuer's Amended and Restated Certificate of Incorporation, and has no expiration date. Two directors of the Issuer, Albert T. Adams and William Beargie, are co-trustees of the Reporting Person. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
2018 Reed Dynasty Trust
C/O ALBERT T. ADAMS
127 PUBLIC SQUARE, STE. 2000
CLEVELAND, OH 44114 |
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Signatures
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| /s/ Suzanne Hanselman Attorney-in-Fact | | 1/5/2022 |
| **Signature of Reporting Person | Date |
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