Texas Roadhouse, Inc. 4
4 · Texas Roadhouse, Inc. · Filed Nov 26, 2014
Insider Transaction Report
Form 4
Ortiz Steven L
Chief Operating Officer
Transactions
- Award
Common Stock
2014-11-26+12,852→ 12,852 total(indirect: By Zitro Partners, Ltd.)
Holdings
- 290,753
Common Stock
- 60,000
Restricted Stock Units
→ Common Stock (60,000 underlying)
Footnotes (4)
- [F1]On November 26, 2014, pursuant to a Member Interest Purchase Agreement (the "Purchase Agreement") by and among the issuer and Zitro Partners, LTD. ("Zitro Partners"), inter alia, the issuer issued the reported securities to Zitro Partners in exchange for Zitro Partners' membership interests in a franchisee of the issuer. The number of shares issued to Zitro Partners was determined in accordance with a formula set forth in a franchise agreement. Under certain circumstances set forth in the Purchase Agreement, the issuer may redeem up to ten percent (10%) of the reported securities within six (6) months of the date of their issuance.
- [F2]The reporting person is the majority owner of Zitro Partners. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F3]Each restricted stock unit represents a conditional right to receive one share of the Company's Common Stock.
- [F4]The restricted stock units vest on January 7, 2015. Delivery of the shares to the reporting person will occur on January 7, 2015, subject to the reporting person's continued service with the Company.