SEC Form 4 · accession 0001179110-19-000667
Texas Roadhouse, Inc. · TXRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Zarley
Director
Period of report
Jan 8, 2019
Accepted (ET)
Jan 10, 2019 · 5:04 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 | Jan 8, 2019 | M | 4,600 | $0.00 | A | 113,100 | D | |
| Common StockF2 | holding | — | — | — | 4,000 | I | Zarley Family Foundation | |
| Common StockF3 | 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 UnitsF4,F5 | — | Jan 8, 2019 | M | 4,250 | D | — | — | Common Stock | 4,250 | 0 | D |
| Restricted Stock UnitsF4,F5 | — | Jan 8, 2019 | M | 100 | D | — | — | Common Stock | 100 | 0 | D |
| Restricted Stock UnitsF4,F5 | — | Jan 8, 2019 | M | 100 | D | — | — | Common Stock | 100 | 0 | D |
| Restricted Stock UnitsF4,F5 | — | Jan 8, 2019 | M | 150 | D | — | — | Common Stock | 150 | 0 | D |
| Restricted Stock UnitsF4,F7 | — | Jan 8, 2019 | A | 4,250 | A | — | — | Common Stock | 4,250 | 4,250 | D |
| Restricted Stock UnitsF4,F8 | — | Jan 8, 2019 | A | 100 | A | — | — | Common Stock | 100 | 100 | D |
| Restricted Stock UnitsF4,F9 | — | Jan 8, 2019 | A | 100 | A | — | — | Common Stock | 100 | 100 | D |
| Restricted Stock UnitsF4,F10 | — | Jan 8, 2019 | A | 150 | A | — | — | Common Stock | 150 | 150 | D |
Explanation of responses
- F1Represents restricted stock units that are fully vested on the transaction date.
- F10The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service as an Audit Committee member with the Company.
- 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.
- F3The 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.
- F4Each restricted stock unit represents a conditional right to receive one share of the Company's Common Stock.
- F5The restricted stock units vested on January 8, 2019. Delivery of the shares to the reporting person occurred on January 8, 2019.
- F6Grant of restricted stock units pursuant to the Company's 2013 Long Term Incentive Plan.
- F7The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service with the Company.
- F8The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service as a Nominating and Corporate Governance Committee member with the Company.
- F9The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service as a Compensation Committee member with the Company.