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*
BROWN BROTHERS HARRIMAN & CO

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Westrock Coffee Co [ WEST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Common Stock 08/07/2023 P 1,061,158(8) A $10 1,061,158(9) I See Footnotes(1)(4)(5)(6)(7)
Common Stock 08/07/2023 P 21,443(8) A $10 21,443(9) I See Footnotes(2)(4)(5)(6)(7)
Common Stock 08/07/2023 P 794,087(8) A $10 794,087(9) I See Footnotes(3)(4)(5)(6)(7)
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
1. Name and Address of Reporting Person*
BROWN BROTHERS HARRIMAN & CO

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BBH Capital Partners V, L.P.

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BBH Capital Partners V-A, L.P.

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BBH CPV WCC Co-Investment LLC

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Meskin Jeffrey B.

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kruczek Robert Patrick

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Paquin Jean-Pierre

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Langer Bradley M.

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boylan Michael A.

(Last) (First) (Middle)
140 BROADWAY

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
Explanation of Responses:
1. Reflects securities directly held by BBH Capital Partners V, L.P. ("BBH CPV").
2. Reflects securities directly held by BBH Capital Partners V-A, L.P. ("BBH CPV-A").
3. Reflects securities directly held by BBH CPV WCC Co-Investment LLC. ("BBH CPV Co-Invest").
4. BBH Capital Partners ("BBHCP") manages private equity investments through its funds, including BBH CPV, BBH CPV-A and BBH CPV Co-Invest (the "Record Holders"). Each of the Record Holders are controlled and managed by a general partner, BBH Private Capital Management V, LLC (the "General Partner"). Brown Brothers Harriman & Co. ("BBH"), a New York limited partnership, serves as the managing member of the General Partner.
5. BBH has designated each of Jeffrey Meskin, Patrick Kruczek, JP Paquin, Bradley Langer and Michael Boylan, as the sole and exclusive persons at BBH having voting power (including the power to vote or to direct the vote) and investment power (including the power to dispose or to direct the disposition) with respect to all securities held by the Record Holders. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
6. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
7. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
8. As disclosed in a Current Report on Form 8-K filed by the Issuer on August 9, 2023, each of the Record Holders entered into subscription agreements with the Issuer on July 24, 2023 pursuant to which the Record Holders exercised preemptive rights under the Investor Rights Agreement, dated April 4, 2022, by and among the Issuer, the Record Holders and certain other parties thereto, and the Issuer agreed to issue and sell 1,876,688 Common Shares in the aggregate to the Record Holders at a purchase price per share of $10 (the "BBH Preemptive Rights Investment"). On August 7, 2023, the Company consummated the BBH Preemptive Rights Investment.
9. In addition to the holdings of Common Stock listed here, BBH indirectly holds (i) 10,919,673 shares of Series A Convertible Preferred Stock through BBH CPV, (ii) 220,654 shares of Series A Convertible Preferred Stock through BBH CPV-A and (iii) 8,171,430 shares of Series A Convertible Preferred Stock through BBH CPV Co-Invest.
Remarks:
BROWN BROTHERS HARRIMAN & CO., By: /s/ Jeffrey B. Meskin, Partner 09/19/2023
BBH CAPITAL PARTNERS V, L.P., By: BBH Private Capital Management V, LLC, its general partner, By: /s/ Jeffrey B. Meskin, Title: Partner of BBH & Co., Managing Member of BBH Private Capital Management V, LLC 09/19/2023
BBH CAPITAL PARTNERS V-A, L.P., By: BBH Private Capital Management V, LLC, its general partner, By: /s/ Jeffrey B. Meskin, Title: Partner of BBH & Co., Managing Member of BBH Private Capital Management V, LLC 09/19/2023
BBH CPV WCC CO-INVESTMENT LLC, By: BBH Private Capital Management V, LLC, its manager, By: /s/ Jeffrey B. Meskin, Title: Partner of BBH & Co., Managing Member of BBH Private Capital Management V, LLC 09/19/2023
/s/ Jeffrey B. Meskin, Partner, Brown Brothers Harriman & Co.; Managing Member, BBH Private Capital Management V, LLC 09/19/2023
/s/ Patrick Kruczek, Principal, Brown Brothers Harriman & Co.; Managing Member, BBH Private Capital Management V, LLC 09/19/2023
/s/ JP Paquin, Partner, Brown Brothers Harriman & Co.; Managing Member, BBH Private Capital Management V, LLC 09/19/2023
/s/ Bradley Langer, Principal, Brown Brothers Harriman & Co.; Managing Member, BBH Private Capital Management V, LLC 09/19/2023
/s/ Michael Boylan, Principal, Brown Brothers Harriman & Co.; Managing Member, BBH Private Capital Management V, LLC 09/19/2023
** 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.