SCHEDULE 13G/A: Mainsail Entities and Gavin Turner Disclose Significant Beneficial Ownership in Brilliant Earth Group, Inc.

Mainsail GP III, LLC, Mainsail Partners III, L.P., and related entities, along with Gavin Turner, have filed an amended Schedule 13G disclosing a combined beneficial ownership of 68.85% of Brilliant Earth Group, Inc.'s Class A Common Stock.

Summary

• Mainsail GP III, LLC, Mainsail Partners III, L.P., Mainsail Co-Investors III, L.P., Mainsail Incentive Program, LLC, Mainsail Management Company, LLC, and Gavin Turner (collectively, the "Reporting Persons") have filed an Amendment No. 2 to Schedule 13G regarding their beneficial ownership in Brilliant Earth Group, Inc.
• Gavin Turner, as the ultimate controlling person, beneficially owns 31,898,071 shares of Class A Common Stock, representing 68.85% of the class.
• These shares are primarily Class A Common Stock issuable upon the exchange of an equal number of limited liability company units of Brilliant Earth, LLC ("Units").
• The percentage ownership is calculated based on 14,433,900 shares of Class A Common Stock outstanding as of March 10, 2025, and 31,898,071 shares of Class A Common Stock issuable upon exchange of Units.
• Mainsail GP III, LLC holds 31,836,151 shares (68.71%), Mainsail Partners III, L.P. holds 31,147,528 shares (67.23%), Mainsail Co-Investors III, L.P. holds 688,623 shares (1.49%), and Mainsail Incentive Program, LLC and Mainsail Management Company, LLC each hold 61,920 shares (0.13%).
• Gavin Turner exercises shared voting and dispositive power over the majority of these shares through his roles in Mainsail GP III, LLC and Mainsail Management Company Holdings, LLC.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in sentiment. The high concentration of ownership could be viewed positively by some (alignment) and negatively by others (liquidity).

Positives

• High insider/institutional ownership by Mainsail entities and Gavin Turner indicates strong alignment of interests with the company's long-term success.
• The significant stake held by Mainsail, a private equity firm, suggests continued strategic involvement and potential for value creation.

Negatives

• High concentration of ownership could limit liquidity for other shareholders.
• The structure involving exchangeable LLC units and Class B common stock adds complexity to the capital structure.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The high concentration of ownership by Mainsail entities and Gavin Turner means a significant portion of voting power and control resides with this group, potentially influencing corporate decisions and limiting the influence of other shareholders.
• Employees, Customers, Suppliers, Creditors: The document does not directly address impacts on these stakeholders, as it focuses solely on beneficial ownership.

Key Dates

Keywords

Brilliant Earth Group Inc., Class A Common Stock, Schedule 13G, Beneficial Ownership, Mainsail GP III, Mainsail Partners, Gavin Turner, SEC Filing, Ownership Disclosure, Institutional Ownership, Private Equity