SEC Form 4
FORM 4UNITED 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
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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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cynosure Group, LLC

(Last)(First)(Middle)
111 S. MAIN STREET, SUITE 2350

(Street)
SALT LAKE CITY UTAH 84111

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Black Rock Coffee Bar, Inc. [ BRCB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class B Common Stock05/15/2026P12,042,712A$5.3519,915,304ISee footnote(1)
Class A Common Stock05/15/2026P1,600,000A$5.351,916,012ISee footnote(2)
Class B Common Stock05/15/2026J119,892D(3)19,795,412ISee footnote(1)
Class A Common Stock05/15/2026C119,892A(4)2,035,904ISee footnote(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LLC Units(5)05/15/2026P12,042,712 (5) (5)Class A Common Stock12,042,712(5)19,915,304ISee footnote(1)
LLC Units(5)05/15/2026C119,892 (4) (4)Class A Common Stock119,892(4)19,795,412ISee footnote(2)
1. Name and Address of Reporting Person*
Cynosure Group, LLC

(Last)(First)(Middle)
111 S. MAIN STREET, SUITE 2350

(Street)
SALT LAKE CITY UTAH 84111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Cynosure Partners 2020, LP

(Last)(First)(Middle)
111 S. MAIN STREET, SUITE 2350

(Street)
SALT LAKE CITY UTAH 84111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Cynosure Partners 2020 PV, LP

(Last)(First)(Middle)
111 S. MAIN STREET, SUITE 2350

(Street)
SALT LAKE CITY UTAH 84111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Cynosure Partners 2020 Co-investment, LLC

(Last)(First)(Middle)
111 S. MAIN STREET, SUITE 2350

(Street)
SALT LAKE CITY UTAH 84111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Cynosure Partners III, LP

(Last)(First)(Middle)
111 S. MAIN STREET, SUITE 2350

(Street)
SALT LAKE CITY UTAH 84111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Cynosure Partners III Offshore, LP

(Last)(First)(Middle)
111 S. MAIN STREET, SUITE 2350

(Street)
SALT LAKE CITY UTAH 84111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Consists of (i) 3,514,041 shares of Class B Common Stock held by Cynosure Partners 2020, LP, (ii) 260,660 shares of Class B Common Stock held by Cynosure Partners 2020 PV, LP, (iii) 660,106 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series A members), (iv) 1,247,093 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series B members), and (v) 14,233,404 shares (or 14,113,512 shares, after giving effect to the transaction described in (3) below) of Class B Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class B Common Stock held by each of these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.
2. Consists of (i) 1,916,012 shares of Class A Common Stock held by Cynosure Partners III Offshore, LP and, after giving effect to the transaction described in (4) below, (ii) 119,892 shares of Class A Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class A Common Stock held by each of these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.
3. Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of LLC Units.
4. Reflects the conversion of 119,892 LLC Units into Class A Common Stock on a 1-to-1 basis.
5. The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder 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 LLC Units have no expiration date.
Remarks:
Each of the Reporting Persons may be deemed to be a director-by-deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934 by virtue of The Cynosure Group, LLC's current right to nominate an individual to serve on the board of directors of the Issuer (the "Board"), and under which Andrew Braithwaite, a Managing Director of The Cynosure Group, LLC, serves on the Board.
/s/ Andrew Braithwaite, Authorized Signatory05/19/2026
/s/ Andrew Braithwaite, Authorized Signatory05/19/2026
/s/ Andrew Braithwaite, Authorized Signatory05/19/2026
/s/ Andrew Braithwaite, Authorized Signatory05/19/2026
/s/ Andrew Braithwaite, Authorized Signatory05/19/2026
/s/ Andrew Braithwaite, Authorized Signatory05/19/2026
** Signature of Reporting PersonDate
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).
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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.
* Form 4: SEC 1474 (03-26)