4//SEC Filing
Perelman Matthew Terker 4
Accession 0000809248-19-000071
CIK 0000809248other
Filed
Aug 14, 8:00 PM ET
Accepted
Aug 15, 11:32 AM ET
Size
28.6 KB
Accession
0000809248-19-000071
Insider Transaction Report
Form 4
Perelman Matthew Terker
Director10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.58/sh+300$2,274→ 12,158 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.59/sh+100$759→ 12,258 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.60/sh+100$760→ 12,358 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.64/sh+600$4,584→ 12,958 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.65/sh+500$3,825→ 13,458 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.65/sh+2,621$20,051→ 16,079 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.66/sh+1,400$10,717→ 17,479 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.66/sh+500$3,830→ 17,979 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.77/sh+2,000$15,540→ 24,058 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.77/sh+1,000$7,770→ 25,058 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.66/sh+379$2,903→ 18,358 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.67/sh+1,500$11,505→ 19,858 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.67/sh+400$3,068→ 20,258 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.67/sh+100$768→ 20,358 total - Purchase
Common Stock, par value $0.01 per share
2019-08-13$7.76/sh+1,700$13,192→ 22,058 total
Holdings
- 7,364,413(indirect: See footnotes)
Common Stock, par value $0.01 per share
- 10,000(indirect: See footnotes)
Series C Convertible Pref. Stock, par value $0.01 per share
Footnotes (4)
- [F1]These shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Carrols Restaurant Group, Inc (the "Issuer" are owned of record by Cambridge Franchise Holdings, LLC ("CFH") and were acquired by CFH pursuant to the Agreement and Plan of Merger, dated as of February 19, 2019 (the "Merger Agreement"), by and among the Issuer, Carrols Holdco Inc., GRC MergerSub Inc., GRC MergerSub LLC, Cambridge Franchise Partners, LLC ("CFP"), CFH and New CFH, LLC.
- [F2]Matthew Perelman and Alexander Sloane are the managing principals of CFP, which is the sole member and manager of CFH. Accordingly, each of Matthew Perelman, Alexander Sloane and CFP may be deemed to beneficially own the securities of the Issuer held by CFH. The filing of this statement on Form 4 shall not be deemed an admission that any of the reporting persons beneficially owns any securities of the Issuer not owned directly by such reporting person, and each reporting person disclaims any beneficial ownership of any securities of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, except to the extent of such reporting person's pecuniary interest therein. The reporting persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group.
- [F3]Each of Matthew Perelman and Alexander Sloane was appointed to the board of directors of the Issuer as a representative of CFH and, pursuant to the Registration Rights and Stockholders' Agreement entered into by the Issuer and CFH on April 30, 2019, CFH has certain rights to nominate directors for election to the board of directors of the Issuer. Accordingly, each of CFH and CFP may be deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act.
- [F4]These shares of Series C Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), of the Issuer are held of record by CFH and were acquired by CFH pursuant to the Merger Agreement. The Series C Preferred Stock is not convertible into Common Stock unless and until the stockholders of the Issuer approve the issuance of shares of Common Stock upon such conversion in accordance with the applicable rules of the Nasdaq Stock Market LLC. Upon the receipt of such stockholder approval, each share of Series C Preferred Stock will automatically convert into a number of shares of Common Stock determined in accordance with the certificate of designations pursuant to which the Series C Preferred stock was issued. The Series C Preferred Stock is initially convertible into an aggregate of 7,450,402 shares of Common Stock.
Documents
Issuer
CARROLS RESTAURANT GROUP, INC.
CIK 0000809248
Entity typeother
Related Parties
1- filerCIK 0001771891
Filing Metadata
- Form type
- 4
- Filed
- Aug 14, 8:00 PM ET
- Accepted
- Aug 15, 11:32 AM ET
- Size
- 28.6 KB