SEC Form 4 · accession 0000899243-16-019416
Habit Restaurants, Inc. · HABT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
KarpReilly Investments, LLC
10% Owner
KarpReilly HB Co-Invest, LLC
10% Owner
Habit Restaurant Co-Invest, LLC
10% Owner
KarpReilly GP, LLC
10% Owner
Period of report
May 5, 2016
Accepted (ET)
May 6, 2016 · 4:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001617977
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF3,F4,F1,F2 | May 5, 2016 | J | 793,376 | $0.00 | D | 1,466,378 | I | See Footnotes |
| Class B Common StockF3,F4,F1,F2 | May 5, 2016 | J | 606,124 | $0.00 | D | 5,680,081 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Membership InterestsF1,F2,F3,F4 | — | May 5, 2016 | J | 606,124 | D | — | — | Class A Common Stock | 606,124 | 5,680,081 | I |
Explanation of responses
- F1Each 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.
- F2Mr. Christopher Reilly and Mr. Allan Karp are the founding partners of KarpReilly, LLC. Mr. Reilly and Mr. Karp may be deemed the beneficial owners of all the securities held by the entities affiliated with KarpReilly, LLC, as hereinafter described. Mr. Reilly, along with Mr. Allan Karp, 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"),have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KarpReilly HB. Additionally, Mr. Reilly, along with Mr. Allan Karp, 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. Reilly and Mr. Karp disclaim ownership of such shares except to the extent of their respective pecuniary interests therein
- F3KarpReilly GP has voting and dispositive control over certain of the securities of The Habit Restaurants, Inc. and The Habit Restaurants, LLC held by each of PEG U.S. Corporate Finance Institutional Investors III LLC ("PEG Direct") and 522 Fifth Avenue Fund, L.P. ("522 Fifth"), and therefore Messrs. Reilly and Karp may also be deemed the beneficial owner of such securities. On May 2, 2016, KarpReilly GP, KarpReilly HB, Habit Co-Invest, Vesey Street Employee Fund III, L.P. ("Employee Fund III"), Vesey Street Employee Fund III (B), L.P. ("Employee Fund III(B)"), BlackRock Private Equity Holdings III, LLC ("BlackRock PE"), Vesey Street Fund III (Erisa), L.P. ("Vesey Erisa"), DivPEP Holdings III (A-L) L.P. ("DivPEP") and Passage Portfolio III, L.P. ("Passage Portfolio") entered into an agreement pursuant to which, on May 5, 2016, (i) KarpReilly HB transferred (a) 59,209 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in
- F4(Continued from Footnote 3) The Habit Restaurants, Inc. to Employee Fund III, (b) 74,494 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to Employee Fund III(B), (c) 472,421 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to BlackRock PE and (d) 67,347 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to KarpReilly GP, and (ii) Habit Co-Invest transferred (a) 107,120 shares of Class A common stock in The Habit Restaurants, Inc. to Vesey Erisa, (b) 508,607 shares of Class A common stock in The Habit Restaurants, Inc. to DivPEP, (c) 177,649 shares of Class A common stock in The Habit Restaurants, Inc. to Passage Portfolio and (d) 88,153 shares of Class A common stock in The Habit Restaurants, Inc. to KarpReilly GP.