4/A//SEC Filing
Habit Restaurants, Inc. 4/A
Accession 0001209191-15-040096
CIK 0001617977operating
Filed
May 6, 8:00 PM ET
Accepted
May 7, 5:27 PM ET
Size
18.0 KB
Accession
0001209191-15-040096
Insider Transaction Report
Form 4/AAmended
KARP ALLAN W
Director
Transactions
- Conversion
Class A Common Stock
2015-04-15$29.72/sh−3,396,949$100,962,759→ 2,259,754 total(indirect: See Footnotes) - Disposition to Issuer
Class B Common Stock
2015-04-15−2,432,153→ 5,696,612 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2015-04-15$29.72/sh−849,237$25,240,682→ 0 total(indirect: See Footnote) - Disposition to Issuer
Class B Common Stock
2015-04-15−849,237→ 1,989,093 total(indirect: See Footnote) - Conversion
Common Membership Interests
2015-04-15−2,432,153→ 5,696,612 total(indirect: See Footnotes)→ Class A Common Stock (2,432,153 underlying) - Conversion
Common Membership Interests
2015-04-15−849,237→ 1,989,093 total(indirect: See Footnote)→ Class A Common Stock (849,237 underlying)
Footnotes (4)
- [F1]Each share of Class A Common Stock was issued upon conversion of one (1) common unit of The Habit Restaurants, LLC, and the corresponding cancellation of one (1) share of Class B Common Stock. These shares of Class A common stock were sold by entities affiliated with KarpReilly, LLC as selling stockholders pursuant to an underwritten public offering by the Issuer. The offering closed on April 15, 2015. The reported sale price reflects the price at which the reporting person sold shares to the underwriters. The Reporting Person, Mr. Allan Karp, is a founding partner of KarpReilly, LLC. Mr. Karp may be deemed the beneficial owners of all the securities held by the entities affiliated with KarpReilly, LLC, as hereinafter described. Mr. Karp, along with Mr. Christopher Reilly, 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"),
- [F2](continued from Footnote 1) have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KarpReilly HB. Additionally, Mr. Karp, along with Mr. Christopher Reilly, 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. Karp disclaims ownership of such shares except to the extent of his pecuniary interests therein.
- [F3]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.
- [F4]KarpReilly GP also has voting and dispositive control over the securities of The Habit Restaurants, Inc. and The Habit Restaurants, LLC held by each of PEG US Corporate Finance Institutional Investors III LLC and 522 Fifth Avenue Fund, L.P., and therefore Mr. Karp may also be deemed the beneficial owner of such securities.
Documents
Issuer
Habit Restaurants, Inc.
CIK 0001617977
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001617977
Filing Metadata
- Form type
- 4/A
- Filed
- May 6, 8:00 PM ET
- Accepted
- May 7, 5:27 PM ET
- Size
- 18.0 KB