4//SEC Filing
Branigan Douglas R. 4
Accession 0000899243-20-008914
CIK 0001617977other
Filed
Mar 17, 8:00 PM ET
Accepted
Mar 18, 5:52 PM ET
Size
13.4 KB
Accession
0000899243-20-008914
Insider Transaction Report
Form 4
Branigan Douglas R.
Chief Development Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2020-03-18−9,700→ 0 total - Disposition to Issuer
Nonstatutory Stock Option (right to buy)
2020-03-18−25,000→ 0 totalExercise: $9.10Exp: 2028-04-16→ Class A Common Stock (25,000 underlying) - Disposition to Issuer
Nonstatutory Stock Option (right to buy)
2020-03-18−20,000→ 0 totalExercise: $10.10Exp: 2029-04-23→ Class A Common Stock (20,000 underlying) - Disposition to Issuer
Nonstatutory Stock Option (right to buy)
2020-03-18−55,000→ 0 totalExercise: $18.70Exp: 2027-04-25→ Class A Common Stock (55,000 underlying)
Footnotes (4)
- [F1]Represents shares of Class A Common Stock owned by the Reporting Person and shares of Class A Common Stock underlying restricted stock units of the Issuer ("RSUs") acquired by the Reporting Person.
- [F2]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).
- [F3](Continued from footnote 2) 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).
- [F4]Pursuant to the Merger Agreement, each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was less than $14.00 was cancelled and converted into the right to receive an amount in cash, without interest, equal to the total number of shares of Common Stock subject thereto multiplied by the excess, if any, of $14.00 over the applicable option exercise price per share as of the Effective Time. Each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was equal to or greater than $14.00 was cancelled for no consideration.
Documents
Issuer
Habit Restaurants, Inc.
CIK 0001617977
Entity typeother
Related Parties
1- filerCIK 0001705059
Filing Metadata
- Form type
- 4
- Filed
- Mar 17, 8:00 PM ET
- Accepted
- Mar 18, 5:52 PM ET
- Size
- 13.4 KB