Cross Richard G 4
4 · CARROLS RESTAURANT GROUP, INC. · Filed May 17, 2024
Insider Transaction Report
Form 4
Cross Richard G
VP, Real Estate
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
2024-05-16−222,586→ 0 total - Disposition to Issuer
Common Stock, $0.01 par value (Restricted Common Stock)
2024-05-16−54,552→ 0 total - Exercise/Conversion
Common Stock, $0.01 par value (2023 Performance Stock Unit)
2024-05-16+70,194→ 70,194 total - Disposition to Issuer
Common Stock, $0.01 par value (2023 Performance Stock Unit)
2024-05-16−70,194→ 0 total - Exercise/Conversion
Common Stock, $0.01 par value (2024 Performance Stock Unit)
2024-05-16+15,032→ 15,032 total - Disposition to Issuer
Common Stock, $0.01 par value (2024 Performance Stock Unit)
2024-05-16−15,032→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-05-16$9.55/sh−75,000$716,250→ 0 totalExercise: $7.12Exp: 2027-08-12→ Common Stock (75,000 underlying) - Award
Performance Stock Unit (2023)
2024-05-16+70,194→ 70,194 totalExercise: $0.00→ Common Stock (70,194 underlying) - Award
Performance Stock Unit (2024)
2024-05-16+15,032→ 15,032 totalExercise: $0.00→ Common Stock (15,032 underlying)
Footnotes (5)
- [F1]On May 16, 2024, Carrols Restaurant Group, Inc. (the "Company") consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 16, 2024 (the "Merger Agreement"), by and among the Company, Restaurant Brands International Inc. and BK Cheshire Corp. (the "Closing"). Upon the Closing, each outstanding share of common stock, par value $0.01 per share, of the Company ("Common Stock") was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement.
- [F2]Upon the Closing, each outstanding restricted share of Common Stock was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement.
- [F3]Upon the Closing, each performance stock unit granted in 2023 (and any dividend equivalent units accrued thereon) vested assuming maximum level performance of the applicable performance goals and was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement.
- [F4]Upon the Closing, each performance stock unit granted in 2024 (and any dividend equivalent units accrued thereon) vested assuming target level performance of the applicable performance goals and was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement.
- [F5]This Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal $182,250, representing the difference between the exercise price of the Option and $9.55, multiplied by the number of shares of Common Stock underlying the Option.