4//SEC Filing
Habit Restaurants, Inc. 4
Accession 0000899243-16-019417
CIK 0001617977operating
Filed
May 5, 8:00 PM ET
Accepted
May 6, 4:23 PM ET
Size
13.0 KB
Accession
0000899243-16-019417
Insider Transaction Report
Form 4
Reilly Christopher K.
Director
Transactions
- Other
Class A Common Stock
2016-05-05−793,376→ 1,466,378 total(indirect: See Footnotes) - Other
Class A Common Stock
2016-05-05−606,124→ 5,680,081 total(indirect: See Footnotes) - Other
Common Membership Interests
2016-05-05−606,124→ 5,680,081 total(indirect: See Footnotes)→ Class A Common Stock (606,124 underlying)
Footnotes (4)
- [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. Reilly may also be deemed the beneficial owner of such securities. On May 2, 2016, KarpReilly GP, KarpReilly HB, Habit Co-Invest, Vesey Street Employee Fund III, L.P. ("Employee Fund III"), Vesey Street Employee Fund III (B), L.P. ("Employee Fund III(B)"), BlackRock Private Equity Holdings III, LLC ("BlackRock PE"), Vesey Street Fund III (Erisa), L.P. ("Vesey Erisa"), DivPEP Holdings III (A-L) L.P. ("DivPEP") and Passage Portfolio III, L.P. ("Passage Portfolio") entered into an agreement pursuant to which, on May 5, 2016, (i) KarpReilly HB transferred (a) 59,209 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc.
- [F4](Continued from footnote 3) to Employee Fund III, (b) 74,494 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to Employee Fund III(B), (c) 472,421 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to BlackRock PE and (d) 67,347 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, and (ii) Habit Co-Invest transferred (a) 107,120 shares of Class A common stock in The Habit Restaurants, Inc. to Vesey Erisa, (b) 508,607 shares of Class A common stock in The Habit Restaurants, Inc. to DivPEP, (c) 177,649 shares of Class A common stock in The Habit Restaurants, Inc. to Passage Portfolio and (d) 88,153 shares of Class A common stock in The Habit Restaurants, Inc. to KarpReilly GP.
Documents
Issuer
Habit Restaurants, Inc.
CIK 0001617977
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001617977
Filing Metadata
- Form type
- 4
- Filed
- May 5, 8:00 PM ET
- Accepted
- May 6, 4:23 PM ET
- Size
- 13.0 KB