Ownership Submission
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL 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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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Dziesietnik Sharon
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-08-25
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3. Issuer Name and Ticker or Trading Symbol
Brilliant Earth Group, Inc. [BRLT]
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(Last)
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(First)
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(Middle)
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C/O BRILLIANT EARTH GROUP, INC. , 300 GRANT AVENUE, THIRD FLOOR
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Operations Officer /
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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SAN FRANCISCO
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CA
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94108
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6. Individual or Join/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 Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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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
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dziesietnik Sharon
C/O BRILLIANT EARTH GROUP, INC.
300 GRANT AVENUE, THIRD FLOOR
SAN FRANCISCO, CA94108
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Chief Operations Officer
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Signatures
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/s/ Sharon Dziesietnik
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2024-09-04
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Includes 289,524 restricted stock units awarded pursuant to the Issuer's 2021 Incentive Award Plan subject to time based vesting and the reporting person continuing to provide services to the Issuer or its subsidiaries through each applicable vesting date.
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(2)
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Consists of 454,438 shares of Class B common stock and associated common units in Brilliant Earth LLC ("LLC Units"). Shares of Class B common stock of the Issuer confer no economic rights on the holders thereof. Holders of shares of Class B common stock are entitled to one vote per share on all matters to be voted on by holders of the Issuer's shares of Class A common stock. Upon exchange of LLC Units that are reported in Table II hereof, an equal number of shares of Class B common stock will be delivered to the Issuer and cancelled for no consideration. LLC Units do not expire.
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(3)
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A portion of the options vested immediately upon issuance on September 21, 2021. The remaining options vested and become exercisable as to the underlying shares in 31 substantially equal monthly installments commencing on September 30, 2021, such that the underlying shares became fully vested on March 31, 2024.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
