SEC Form 4 · accession 0000899243-16-034393
Habit Restaurants, Inc. · HABT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher K. Reilly
Director · 10% Owner
Period of report
Nov 22, 2016
Accepted (ET)
Nov 25, 2016 · 4:21 pm EST
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,F5,F6,F1,F2 | Nov 22, 2016 | J | 438,320 | $0.00 | D | 230,043 | I | See Footnotes |
| Class B Common StockF3,F4,F5,F6,F1,F2 | Nov 22, 2016 | J | 1,108,052 | $0.00 | D | 2,554,681 | 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,F6 | — | Nov 22, 2016 | J | 1,108,052 | D | — | — | Class A Common Stock | 1,108,052 | 2,554,681 | I |
Explanation of responses
- F1The Reporting Person, Mr. Chrstopher Reilly, is a founding partner of KarpReilly, LLC. Mr. Reilly 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 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.
- F3On November 18, 2016, (1) 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 November 22, 2016, (i) KarpReilly HB transferred (a) 29,440 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) 37,040 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) 234,900 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) 33,487 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) 53,263 shares of Class A common stock in The Habit Restaurants, Inc. to Vesey Erisa, (b) 252,894 shares of Class A common stock in The Habit Restaurants, Inc. to DivPEP, (c) 88,331 shares of Class A common stock in The Habit Restaurants, Inc. to Passage Portfolio and (d) 43,832 shares of Class A common stock in The Habit Restaurants, Inc. to KarpReilly GP, and
- F5(Continued from Footnote 4) (2) 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 November 22, 2016, (i) KarpReilly HB transferred (a) 306,182 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) 3,092 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) 77,318 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
- F6(Continued from Footnote 5) (ii) KarpReilly GP released voting and dispositive power over (a) 382,727 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) 3,866 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.