| 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 |
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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*
(Street)
(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)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class B Common Stock | 05/15/2026 | P | 12,042,712 | A | $5.35 | 19,915,304 | I | See footnote(1) | ||
| Class A Common Stock | 05/15/2026 | P | 1,600,000 | A | $5.35 | 1,916,012 | I | See footnote(2) | ||
| Class B Common Stock | 05/15/2026 | J | 119,892 | D | (3) | 19,795,412 | I | See footnote(1) | ||
| Class A Common Stock | 05/15/2026 | C | 119,892 | A | (4) | 2,035,904 | I | See footnote(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| LLC Units | (5) | 05/15/2026 | P | 12,042,712 | (5) | (5) | Class A Common Stock | 12,042,712 | (5) | 19,915,304 | I | See footnote(1) | |||
| LLC Units | (5) | 05/15/2026 | C | 119,892 | (4) | (4) | Class A Common Stock | 119,892 | (4) | 19,795,412 | I | See footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 Signatory | 05/19/2026 | |
| /s/ Andrew Braithwaite, Authorized Signatory | 05/19/2026 | |
| /s/ Andrew Braithwaite, Authorized Signatory | 05/19/2026 | |
| /s/ Andrew Braithwaite, Authorized Signatory | 05/19/2026 | |
| /s/ Andrew Braithwaite, Authorized Signatory | 05/19/2026 | |
| /s/ Andrew Braithwaite, Authorized Signatory | 05/19/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||