4//SEC Filing
Perelman Matthew Terker 4
Accession 0001140361-23-044176
CIK 0000809248other
Filed
Sep 14, 8:00 PM ET
Accepted
Sep 15, 5:01 PM ET
Size
13.4 KB
Accession
0001140361-23-044176
Insider Transaction Report
Form 4
Cambridge Franchise Holdings, LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2023-09-14−407,060→ 14,407,755 total(indirect: See Footnotes)
Holdings
- 152,284
Common Stock, par value $0.01 per share
- 283,234
Common Stock, par value $0.01 per share
CAMBRIDGE FRANCHISE PARTNERS, LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2023-09-14−407,060→ 14,407,755 total(indirect: See Footnotes)
Holdings
- 283,234
Common Stock, par value $0.01 per share
- 152,284
Common Stock, par value $0.01 per share
Perelman Matthew Terker
Director10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2023-09-14−407,060→ 14,407,755 total(indirect: See Footnotes)
Holdings
- 283,234
Common Stock, par value $0.01 per share
- 152,284
Common Stock, par value $0.01 per share
Sloane Alexander R
Director10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2023-09-14−407,060→ 14,407,755 total(indirect: See Footnotes)
Holdings
- 283,234
Common Stock, par value $0.01 per share
- 152,284
Common Stock, par value $0.01 per share
Footnotes (6)
- [F1]On August 18, 2023, Cambridge Franchise Holdings, LLC ("CFH") entered into (i) a Master Forward Confirmation Agreement with an unaffiliated third party broker-dealer (in its capacity as buyer to the forward sale transactions, the "Forward Purchaser," and, each such forward sale transaction, a "Forward" and collectively, the "Forwards"), with respect to Forwards covering up to the maximum number of shares permitted by Rule 144 of the Securities Act of 1933, as amended, and (ii) a first supplemental confirmation thereto (the "First Supplemental Confirmation").
- [F2](continued from Footnote 1) September 14, 2023, was the final day of the execution period with respect to the Forward executed pursuant to the First Supplemental Confirmation, dated August 18, 2023, to the Master Forward Confirmation, and, on the settlement date, CFH will deliver to the Forward Purchaser 407,060 shares of common stock, par value $0.01 per share, of Carrols Restaurant Group, Inc. (the "Issuer" and such shares, the "Forward Shares") and receive from the Forward Purchaser a cash payment of approximately $2,834,033.13, or approximately $6.96 per Forward Share. Of the maximum 3,692,682 shares of Common Stock which could have been sold under this Forward, 407,060 were sold and 3,285,622 remain unsold as of September 14, 2023. Such cash payment was based on a price per Forward Share equal to the product of (i) 100% minus the commission paid to the Forward Purchaser and (ii) a price per Forward Share equal to a weighted-average of the daily volume-weighted average price.
- [F3]Matthew Perelman and Alexander Sloane are the managing principals of Cambridge Franchise Partners, LLC ("CFP"), which is the sole member and manager of CFH. Accordingly, each of Matthew Perelman, Alexander Sloane and CFP may be deemed to beneficially own the securities of the Issuer held by CFH. The filing of this statement on Form 4 shall not be deemed an admission that any of the reporting persons beneficially owns any securities of the Issuer not owned directly by such reporting person, and each reporting person disclaims any beneficial ownership of any securities of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, except to the extent of such reporting person's pecuniary interest therein. The reporting persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act.
- [F4](continued from Footnote 3) The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group.
- [F5]Matthew Perelman is the beneficial and record owner of these shares of common stock of the Issuer.
- [F6]Alexander Sloane is the beneficial and record owner of these shares of common stock of the Issuer.
Documents
Issuer
CARROLS RESTAURANT GROUP, INC.
CIK 0000809248
Entity typeother
Related Parties
1- filerCIK 0001771891
Filing Metadata
- Form type
- 4
- Filed
- Sep 14, 8:00 PM ET
- Accepted
- Sep 15, 5:01 PM ET
- Size
- 13.4 KB