SEC Form 4 · accession 0000899243-16-021221
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 26, 2016
Accepted (ET)
May 31, 2016 · 4:19 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 B Common StockF4,F5,F1,F2,F3 | May 26, 2016 | J | 1,485,000 | $0.00 | D | 4,195,081 | 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,F5 | — | May 26, 2016 | J | 1,485,000 | D | — | — | Class A Common Stock | 1,485,000 | 4,195,081 | 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.
- F3(Continued from footnote 2) Mr. Reilly and Mr. Karp disclaim ownership of such shares except to the extent of their respective pecuniary interests therein.
- F4KarpReilly 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 23, 2016, KarpReilly GP, KarpReilly HB, 522 Fifth Avenue Fund, L.P. ("522 Fifth"), PEG U.S. Direct Corporate Finance Institutional Investors III LLC ("PEG Direct") and PEG U.S. Pooled Corporate Finance Institutional Investors III LLC ("PEG Pooled") entered into an agreement pursuant to which, on May 26, 2016,
- F5(Continued from footnote 4) (i) KarpReilly HB transferred (a) 653,400 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to PEG Pooled, (b) 6,600 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to 522 Fifth, and (c) 165,000 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) KarpReilly GP released voting and dispositive power over (a) 816,750 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. held by PEG Direct, and (b) 8,250 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. held by 522 Fifth.