SEC Form 4 · accession 0001179110-16-031495
Texas Roadhouse, Inc. · TXRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wayne Kent Taylor
Officer — Chairman, CEO · Director
Period of report
Nov 10, 2016
Accepted (ET)
Nov 14, 2016 · 3:19 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001289460
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 10, 2016 | S | 100,000 | $44.55 | D | 4,127,152 | D | |
| Common StockF2 | holding | — | — | — | 1,100,000 | I | By Taylor Family Partners, Ltd. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Common Stock | 15,000 | 15,000 | D |
| Restricted Stock UnitsF3,F5 | — | holding | — | — | — | — | — | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1Weighted average sale price reported. These shares were sold within a range of $44.52 and $44.58. The reporting person will provide upon request by the Commission Staff, the issuer, or the security holder full information regarding the number of shares sold at each separate price.
- F2Certain members of the reporting party's Immediate Family, as defined in Rule 16a-1(e) of the Securities Exchange Act of 1934, as amended, have a pecuniary interest in Taylor Family Partners, Ltd., a Kentucky limited partnership. The reporting person disclaims beneficial ownership, within the meaning of Rule 16a-1, of such portion of those shares in which the reporting person has no actual pecuniary interest.
- F3Each restricted stock unit represents a conditional right to receive one share of the Company's Common Stock.
- F4The restricted stock units vest on January 8, 2017. Delivery of the shares to the reporting person will occur on or about January 8, 2017, subject to the reporting person's continued service with the Company.
- F5The restricted stock units vest on January 8, 2018. Delivery of the shares to the reporting person will occur on January 8, 2018, subject to the reporting person's continued service with the Company.