4//SEC Filing
Habit Restaurants, Inc. 4
Accession 0000899243-16-017123
CIK 0001617977operating
Filed
Mar 30, 8:00 PM ET
Accepted
Mar 31, 5:07 PM ET
Size
16.1 KB
Accession
0000899243-16-017123
Insider Transaction Report
Form 4
Reilly Christopher K.
Director
Transactions
- Other
Class B Common Stock
2016-03-29−1,399,500→ 6,286,205 total(indirect: See Footnotes) - Other
Class B Common Stock
2016-03-29+155,500→ 6,286,205 total(indirect: See Footnotes) - Other
Common Membership Interests
2016-03-29+155,500→ 6,286,205 total(indirect: See Footnotes)→ Class A Common Stock (155,500 underlying) - Other
Common Membership Interests
2016-03-29−1,399,500→ 6,286,205 total(indirect: See Footnotes)→ Class A Common Stock (1,399,500 underlying)
Footnotes (6)
- [F1]The Reporting Person, Mr. Chrstopher Reilly, is a founding partner of KarpReilly, LLC. Mr. Reilly may be deemed the beneficial owners of all the securities held by the entities affiliated with KarpReilly, LLC, as hereinafter described. Mr. Reilly, along with Mr. Allan Karp, as the sole managers of KarpReilly GP, LLC ("KarpReilly GP"), which is the managing member of KarpReilly HB Co-Invest, LLC ("KarpReilly HB") and Habit Restaurant Co-Invest, LLC ("Habit Co-Invest"), have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KarpReilly HB. Additionally, Mr. Reilly, along with Mr. Allan Karp, as the sole managers of KarpReilly Investments, LLC ("KarpReilly Investments"), have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KR Investments. Mr. Reilly disclaims ownership of such shares except to the extent of his pecuniary interests therein.
- [F2]Each common unit of The Habit Restaurants, LLC is convertible, generally, at The Habit Restaurants, Inc.'s election, into cash or one (1) share of Class A Common Stock and has no expiration date. Upon such conversion, one (1) share of Class B common stock is cancelled.
- [F3]KarpReilly GP has voting and dispositive control over certain of the securities of The Habit Restaurants, Inc. and The Habit Restaurants, LLC held by each of PEG U.S. Corporate Finance Institutional Investors III LLC ("PEG Direct") and 522 Fifth Avenue Fund, L.P. ("522 Fifth"), and therefore Mr. Karp may also be deemed the beneficial owner of such securities. On March 29, 2016, KarpReilly GP, KarpReilly HB, PEG Direct, 522 Fifth, and PEG U.S. Pooled Corporate Finance Institutional Investors III LLC ("PEG Pooled") entered into an amendment to the agreement over voting and dispositive control, pursuant to which (i) KarpReilly GP released voting and dispositive control over 7,775 common units of The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. held by 522 Fifth,
- [F4](Continued from Footnote 3) (ii) KarpReilly GP released voting and dispositive control over 769,725 common units of The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. held by PEG Direct, (iii) KarpReilly HB transferred 615,780 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to PEG Pooled, (iv) KarpReilly HB transferred 6,220 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to 522 Fifth,
- [F5](Continued from Footnote 4) and (v) KarpReilly HB transferred 155,500 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to KarpReilly GP. KarpReilly GP maintains voting and dispositive control over 1,199,477 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. held by PEG Direct, and over 12,116 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. held by 522 Fifth.
- [F6]Does not include 2,259,754 shares of Class A common stock held by Habit Co-Invest.
Documents
Issuer
Habit Restaurants, Inc.
CIK 0001617977
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001617977
Filing Metadata
- Form type
- 4
- Filed
- Mar 30, 8:00 PM ET
- Accepted
- Mar 31, 5:07 PM ET
- Size
- 16.1 KB