4//SEC Filing
KarpReilly GP, LLC 4
Accession 0000899243-20-008900
CIK 0001617977other
Filed
Mar 17, 8:00 PM ET
Accepted
Mar 18, 5:45 PM ET
Size
17.6 KB
Accession
0000899243-20-008900
Insider Transaction Report
Form 4
KarpReilly GP, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Membership Interests
2020-03-18−2,554,681→ 0 total(indirect: See Footnotes)→ Class A Common Stock (2,554,681 underlying) - Disposition to Issuer
Class B Common Stock
2020-03-18−2,554,681→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2020-03-18−230,043→ 0 total(indirect: See Footnotes)
KarpReilly Investments, LLC
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2020-03-18−2,554,681→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2020-03-18−230,043→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Membership Interests
2020-03-18−2,554,681→ 0 total(indirect: See Footnotes)→ Class A Common Stock (2,554,681 underlying)
KarpReilly HB Co-Invest, LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2020-03-18−230,043→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class B Common Stock
2020-03-18−2,554,681→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Membership Interests
2020-03-18−2,554,681→ 0 total(indirect: See Footnotes)→ Class A Common Stock (2,554,681 underlying)
Habit Restaurant Co-Invest, LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2020-03-18−230,043→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class B Common Stock
2020-03-18−2,554,681→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Membership Interests
2020-03-18−2,554,681→ 0 total(indirect: See Footnotes)→ Class A Common Stock (2,554,681 underlying)
Footnotes (6)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger dated as of January 5, 2020 by and among the Issuer, YUM! Brands, Inc. and YEB Newco Inc. (the "Merger Agreement"), pursuant to which YEB Newco Inc. merged with and into the Issuer (the "Merger"), effective March 18, 2020 (the "Effective Time"). Pursuant to the Merger Agreement, each Share of Class A Common Stock that was (i) issued and outstanding immediately prior to the Effective Time or (ii) resulting from the exchange of units of Habit Restaurants, LLC ("LLC Unit") was cancelled for consideration of $14.00 per share in cash (subject to any withholding taxes required by applicable law).
- [F2](Continued from footnote 1) Each RSU that was outstanding immediately prior to the Effective Time was cancelled and the holder of the cancelled RSU was entitled to receive an amount in cash, without interest, equal to the product of the total number of shares subject to such RSU immediately prior to the Effective Time multiplied by the merger consideration of $14.00 (less any applicable withholding or other taxes, or other amounts required to be withheld).
- [F3]Pursuant to the Merger Agreement, at the Effective Time of the Merger each LLC Unit not held by the Company or one of its subsidiaries, whether vested or unvested, together with one share of Class B Common Stock was exchanged for one share of Class A Common Stock and subsequently disposed of pursuant to the Merger Agreement, as described in footnote (2) above.
- [F4]Mr. Christopher Reilly and Mr. Allan Karp are the founding partners of KarpReilly, LLC. Mr. Reilly and Mr. Karp 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.
- [F5](Continued form footnote 4) Mr. Reilly and Mr. Karp disclaim ownership of such shares except to the extent of their respective pecuniary interests therein. Mr. Christopher Reilly and Mr. Allan Karp are the founding partners of KarpReilly, LLC. Mr. Reilly and Mr. Karp 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.
- [F6](Continued form footnote 5) 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 and Mr. Karp disclaim ownership of such shares except to the extent of their respective pecuniary interests therein.
Documents
Issuer
Habit Restaurants, Inc.
CIK 0001617977
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001626114
Filing Metadata
- Form type
- 4
- Filed
- Mar 17, 8:00 PM ET
- Accepted
- Mar 18, 5:45 PM ET
- Size
- 17.6 KB