SEC Form 4 · accession 0000921895-16-005377
Del Taco Restaurants, Inc. · TACO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Patrick Walsh
Director
PW Partners Atlas Funds, LLC
Director
PW Partners, LLC
Director
PW Acquisitions LP
Director
Period of report
Aug 8, 2016
Accepted (ET)
Aug 10, 2016 · 6:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001585583
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4,F2 | Aug 8, 2016 | A | 45,592 | — | A | 3,388,717 | I | By PW Acquisitions LP |
| Common StockF1,F3 | Aug 10, 2016 | J | 10,000 | $0.00 | D | 0 | I | By PW Partners Master Fund (QP) LP |
| Common StockF1 | holding | — | — | — | 5,308 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (Right to Buy)F1,F4,F2,F5 | $11.50 | Aug 8, 2016 | D | 164,000 | D | — | — | Common Stock | 164,000 | 436,000 | I |
Explanation of responses
- F1This Form 4 is filed jointly by PW Acquisitions LP ("PW Acquisitions"), PW Partners Master Fund (QP) LP ("Master Fund QP"), PW Partners Atlas Funds, LLC ("Acquisitions GP"), PW Partners, LLC ("PW Master Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Mr. Walsh is a director of the Issuer. Each of the other Reporting Persons may be deemed to be a director by deputization by virtue of the fact that Mr. Walsh, the Managing Member and Chief Executive Officer of each of Acquisitions GP and PW Master Fund GP and the Managing Member of PW Capital Management, is a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2Represents securities owned directly by PW Acquisitions. As the General Partner of PW Acquisitions, Acquisitions GP may be deemed to beneficially own the securities owned directly by PW Acquisitions. As the Investment Manager of PW Acquisitions, PW Capital Management may be deemed to beneficially own the securities owned directly by PW Acquisitions. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Acquisitions GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by PW Acquisitions.
- F3Represents securities previously owned directly by Master Fund QP. As the General Partner of Master Fund QP, PW Master Fund GP may be deemed to beneficially own the securities owned directly by Master Fund QP. As the Investment Manager of Master Fund QP, PW Capital Management may be deemed to beneficially own the securities owned directly by Master Fund QP. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of PW Master Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Master Fund QP.
- F4PW Acquisitions tendered 164,000 warrants in exchange for 45,592 shares of common stock in an Issuer exchange offer. Such transaction is exempt under Rule 16b-3.
- F5The warrants became exercisable on July 30, 2015 and will expire on June 30, 2020 or earlier upon certain events.
- F6Represents a pro rata distribution of shares from Master Fund QP to its limited partners. Following the pro rata distribution, Master Fund QP no longer beneficially owned any securities of the Issuer and shall no longer be deemed to be a director by deputization and shall cease to be a Reporting Person immediately following the filing of this Form 4.