SEC FORM 4

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

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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^*

Long Zach

(Last)

(First)

(Middle)

937 TAHOE BOULEVARD, SUITE 210

(Street)

INCLINE VILLAGE

89451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vintage Wine Estates, Inc. [ VWE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/11/2023		F		58,787⁽¹⁾	D	$1.045	785,114⁽²⁾	D
Common Stock	11/14/2023		F		19,828⁽³⁾	D	$0.668	765,286⁽⁴⁾	D
Common Stock	12/07/2023		F		10,807⁽⁵⁾	D	$0.52	754,479⁽⁶⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10.5							⁽⁷⁾	06/07/2031	Common Stock	8,000		8,000	D
Stock Option (Right to Buy)	$10.5							⁽⁸⁾	07/27/2031	Common Stock	42,000		42,000	D
Stock Option (Right to Buy)	$10.5							⁽⁹⁾	03/07/2032	Common Stock	50,000		50,000	D
Stock Option (Right to Buy)	$10.5							⁽¹⁰⁾	11/14/2032	Common Stock	608,697		608,697	D

Explanation of Responses:

1. Shares withheld to cover tax withholding obligations on the vesting of 170,000 restricted stock units (RSUs).

2. Includes 653,098 RSUs consisting of the following: (i) 93,750 RSUs that vest one-third on each of 12/07/2023, 12/07/2024 and 12/07/2025; (ii) 229,348 RSUs that vest one-fourth on each of 11/14/2023, 11/14/2024, 11/14/2025 and 11/14/2026; and (iii) 330,000 RSUs that vest one-half on each of 7/20/2024 and 7/20/2025.

3. Shares withheld to cover tax withholding obligations on the vesting of 57,337 RSUs.

4. Includes 595,761 RSUs consisting of the following: (i) 93,750 RSUs that vest one-third on each of 12/07/2023, 12/07/2024 and 12/07/2025; (ii) 172,011 RSUs that vest one-third on each of 11/14/2024, 11/14/2025 and 11/14/2026; and (iii) 330,000 RSUs that vest one-half on each of 7/20/2024 and 7/20/2025.

5. Shares withheld to cover tax withholding obligations on the vesting of 31,250 RSUs.

6. Includes 564,511 RSUs consisting of the following: (i) 62,500 RSUs that vest one-half on each of 12/07/2024 and 12/07/2025; (ii) 172,011 RSUs that vest one-third on each of 11/14/2024, 11/14/2025 and 11/14/2026; and (iii) 330,000 RSUs that vest one-half on each of 7/20/2024 and 7/20/2025.

7. 25% of the stock options vested on each of 12/07/2022 and 6/7/2023, and 25% vest on each of 06/07/2024 and 06/07/2025.

8. 25% of the stock options vested on each of 01/27/2023 and 07/27/2023, and 25% vest on each of 07/27/2024 and 07/27/2025.

9. 25% of the stock options vested on 09/07/2023, and 25% vest on each of 03/07/2024, 03/07/2025 and 03/07/2026.

10. 25% of the stock options vested on 11/14/2023, and 25% vest on each of 11/14/2024, 11/14/2025 and 11/14/2026.

	/s/ Kristina L. Johnston, Attorney-in-Fact for Zach Long	12/08/2023
	** 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.

Long Zach covered exercise/tax liability with 89,422 shares, decreasing direct ownership by 11% to 754,479 units (SEC Form 4)