SEC Form 4 · accession 0000899243-16-027441

Habit Restaurants, Inc. · HABT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Allan W Karp

Director · 10% Owner

Period of report

Aug 15, 2016

Accepted (ET)

Aug 17, 2016 · 4:12 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 Stock^F3,F4,F1,F2	Aug 15, 2016	J	841,847	$0.00	D	624,531	I	See Footnotes
Class A Common Stock^F3,F4,F1,F2	Aug 15, 2016	J	643,153	$0.00	D	3,551,928	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 Interests^F1,F2,F3,F4	—	Aug 15, 2016	J	643,153	D	—	—	Class A Common Stock	643,153	3,551,928	I

Explanation of responses

F1The Reporting Person, Mr. Allan Karp, is a founding partner of KarpReilly, LLC. Mr. Karp may be deemed the beneficial owners of all the securities held by the entities affiliated with KarpReilly, LLC, as hereinafter described. Mr. Karp, along with Mr. Christopher Reilly, 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. Karp, along with Mr. Christopher Reilly, 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. Karp disclaims ownership of such shares except to the extent of his pecuniary interests therein.
F2Each 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.
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 Mr. Karp may also be deemed the beneficial owner of such securities. On August 12, 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 August 15, 2016, (i) KarpReilly HB transferred (a) 62,826 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) 79,044 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) 501,283 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) 71,462 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) 113,665 shares of Class A common stock in The Habit Restaurants, Inc. to Vesey Erisa, (b) 539,680 shares of Class A common stock in The Habit Restaurants, Inc. to DivPEP, (c) 188,502 shares of Class A common stock in The Habit Restaurants, Inc. to Passage Portfolio and (d) 93,538 shares of Class A common stock in The Habit Restaurants, Inc. to KarpReilly GP.