Form 4 - Statement of changes in beneficial ownership of securities

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).
X	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* TURNER GAVIN (Last) (First) (Middle) C/O MAINSAIL MANAGEMENT COMPANY, LLC 500 WEST 5TH STREET, SUITE 1100 (Street) AUSTIN TX 78701 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Brilliant Earth Group, Inc. [ BRLT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/27/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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
Class B Common Stock	12/27/2023		C(1)(2)		24,221(1)	D	(1)	31,918,184(3)	I	See footnotes(3)(4)
Class A Common Stock	12/27/2023		C(1)		24,221(1)	A	(1)	24,221	I	See footnote(4)
Class A Common Stock	12/27/2023		S(4)		24,221(1)	D	$3.5004(5)	0	I	See footnote(4)
Class B Common Stock	12/28/2023		C(2)(6)		9,191(6)	D	(6)	31,908,993(7)	I	See footnotes(4)(7)
Class A Common Stock	12/28/2023		C(6)		9,191(6)	A	(6)	9,191	I	See footnote(4)
Class A Common Stock	12/28/2023		S(4)		9,191(6)	D	$3.5211(8)	0	I	See footnote(4)
Class B Common Stock	12/29/2023		C(2)(9)		8,222(9)	D	(9)	31,900,771(10)	I	See footnotes(4)(10)
Class A Common Stock	12/29/2023		C(9)		8,222(9)	A	(9)	8,222	I	See footnote(4)
Class A Common Stock	12/29/2023		S(4)		8,222(9)	D	$3.4618(11)	0	I	See footnote(4)

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
LLC Units	(2)	12/27/2023		C(1)(2)			24,221(1)	(2)	(2)	Class A Common Stock	24,221	(2)	31,918,184(3)	I	See footnotes(3)(4)
LLC Units	(2)	12/28/2023		C(2)(6)			9,191(6)	(2)	(2)	Class A Common Stock	9,191	(2)	31,908,993(7)	I	See footnotes(4)(7)
LLC Units	(2)	12/29/2023		C(2)(9)			8,222(9)	(2)	(2)	Class A Common Stock	8,222	(2)	31,900,771(10)	I	See footnotes(4)(10)

Explanation of Responses:

1. Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock exchanged for shares of Class A common stock including (i) 23,651 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 47 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 523 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI").

2. LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the reporting person prior to the Issuer's initial public offering, do not expire.

3. Consists of (i) 31,167,169 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,959 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 689,056 shares of Class B common stock (and associated LLC Units) held by MCOI.

4. Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with the reporting person possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP, and the reporting person is the sole Manager of MMC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

5. This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting person during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.60, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.

6. Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,975 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 18 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 198 LLC Units and shares of Class B common stock exchanged by MCOI.

7. Consists of (i) 31,158,194 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,941 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,858 shares of Class B common stock (and associated LLC Units) held by MCOI.

8. This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting person during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.43 to $3.62, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.

9. Represents the LLC Units and shares of Class B common stock exchanged for shares of Class A common stock including (i) 8,029 LLC Units and shares of Class B common stock exchanged by MP III, (ii) 16 LLC Units and shares of Class B common stock exchanged by MIP, and (iii) 177 LLC Units and shares of Class B common stock exchanged by MCOI.

10. Consists of (i) 31,150,165 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,925 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 688,681 shares of Class B common stock (and associated LLC Units) held by MCOI.

11. This sale of shares of Class A common stock was executed pursuant to a Rule 10b5-1 plan that was entered into by the reporting person during an open trading window. This transaction was executed in multiple trades at prices ranging from $3.44 to $3.50, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.

	/s/ Gavin Turner	12/29/2023
	** 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.

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