SEC Form 4 · accession 0001179110-17-000854
Texas Roadhouse, Inc. · TXRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Zarley
Director
Period of report
Dec 22, 2016
Accepted (ET)
Jan 10, 2017 · 4:48 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 | Dec 22, 2016 | G | 3,500 | $0.00 | D | 100,500 | D | |
| Common StockF2 | Dec 22, 2016 | G | 3,500 | $0.00 | A | 3,500 | I | Zarley Family Foundation |
| Common StockF3 | Jan 9, 2017 | M | 8,500 | $0.00 | A | 109,000 | D | |
| Common StockF4 | holding | — | — | — | 2,400 | I | Zarley Investments, LP | |
| Common StockF5 | holding | — | — | — | 23,800 | I | James R. Zarley Living Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7 | — | Jan 9, 2017 | M | 8,500 | A | — | — | Common Stock | 8,500 | 0 | D |
| Restricted Stock UnitsF6,F8 | — | holding | — | — | — | — | — | Common Stock | 8,500 | 8,500 | D |
Explanation of responses
- F1This transaction represents a bona fide gift of common stock to the reporting person's charitable foundation, Zarley Family Foundation.
- F2The reporting person has investment control over the securities of Zarley Family Foundation. The reporting person disclaims beneficial ownership within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the reporting person has no actual pecuniary interest.
- F3Represents restricted stock units that are fully vested on the transaction date.
- F4The reporting person is the General Partner of Zarley Investments, LP and has investment control over the securities. The reporting person disclaims beneficial ownership within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the reporting person has no actual pecuniary interest.
- F5The reporting person is the Trustee of the James R. Zarley Living Trust and has investment control over the securities. The reporting person disclaims beneficial ownership within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the reporting person has no actual pecuniary interest.
- F6Each restricted stock unit represents a conditional right to receive one share of the Company's Common Stock.
- F7The restricted stock units vested on January 8, 2017. Delivery of the shares to the reporting person occurred on January 9, 2017.
- F8The 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 report person's continued service with the Company.