SEC Form 3 · accession 0000899243-18-028186

Habit Restaurants, Inc. · HABT

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

Reporting owner

John McQuitty Phillips

Officer — See Remarks

Period of report

Oct 31, 2018

Accepted (ET)

Nov 5, 2018 · 4:26 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 Stock^F9	holding	—	—		—	1,552	I	By The Phillips Family Trust
Class A Common Stock^F1,F2,F9	holding	—	—		—	8,652	I	By The Phillips Family Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Nonstatutory Stock Option (Right to Buy)^F9,F3	$32.32	holding	—	—	—	—	Apr 20, 2025	Class A Common Stock	1,801	—	I
Nonstatutory Stock Option (Right to Buy)^F9,F4	$18.96	holding	—	—	—	—	Mar 21, 2026	Class A Common Stock	5,900	—	I
Nonstatutory Stock Option (Right to Buy)^F9,F5	$15.90	holding	—	—	—	—	Mar 22, 2027	Class A Common Stock	8,955	—	I
Nonstatutory Stock Option (Right to Buy)^F9,F6	$9.10	holding	—	—	—	—	Apr 16, 2028	Class A Common Stock	25,000	—	I
Nonstatutory Stock Option (Right to Buy)^F9,F7	$14.63	holding	—	—	—	—	Oct 23, 2028	Class A Common Stock	5,000	—	I
Common Units and Class B Common Stock^F9,F8	—	holding	—	—	—	—	—	Class A Common Stock	34,373	—	I

Explanation of responses

F1Includes (i) 232 shares of Class A Common Stock ("Class A Stock") of The Habit Restaurants, Inc. (the "Issuer") underlying restricted stock units acquired by the Reporting Person pursuant to the Issuer's 2014 Omnibus Incentive Plan. These restricted stock units represent the right to receive Class A Stock of the Issuer and vest in five equal installments, beginning on April 20, 2016 and continuing on each of the following four year anniversaries; (ii) 1,116 shares of Class A Stock of the Issuer underlying restricted stock units acquired by the Reporting Person pursuant to the Issuer's 2014 Omnibus Incentive Plan. These restricted stock units represent the right to receive Class A Stock of the Issuer and vest in five equal installments, beginning on March 21, 2017 and continuing on each of the following four year anniversaries;
F2(continued from footnote 1) (iii) 2,304 shares of Class A Stock of the Issuer underlying restricted stock units acquired by the Reporting Person pursuant to the Issuer's 2014 Omnibus Incentive Plan. These restricted stock units represent the right to receive Class A Stock of the Issuer and vest in five equal installments, beginning on March 22, 2018 and continuing on each of the following four year anniversaries; and (iv) 5,000 shares of Class A Stock of the Issuer underlying restricted stock units acquired by the Reporting Person pursuant to the Issuer's 2014 Omnibus Incentive Plan. These restricted stock units represent the right to receive Class A Stock of the Issuer and vest in five equal installments, beginning on April 16, 2019 and continuing on each of the following four year anniversaries.
F3The Nonstatutory Stock Option is exercisable in the following cumulative installments prior to the Expiration date: 360 shares on or after April 20, 2016; an additional 360 shares on or after April 20, 2017; an additional 360 shares on or after April 20, 2018; an additional 360 shares on or after April 20, 2019; and an additional 361 shares on or after April 20, 2020.
F4The Nonstatutory Stock Option is exercisable in the following cumulative installments prior to the Expiration date: 1,180 shares on or after March 21, 2017; an additional 1,180 shares on or after March 21, 2018; an additional 1,180 shares on or after March 21, 2019; an additional 1,180 shares on or after March 21, 2020; and an additional 1,180 shares on or after March 21, 2021.
F5The Nonstatutory Stock Option is exercisable in the following cumulative installments prior to the Expiration date: 1,791 shares on or after March 22, 2018; an additional 1,791 shares on or after March 22, 2019; an additional 1,791 shares on or after March 22, 2020; an additional 1,791 shares on or after March 22, 2021; and an additional 1,791 shares on or after March 22, 2022.
F6The Nonstatutory Stock Option is exercisable in the following cumulative installments prior to the Expiration date: 5,000 shares on or after April 16, 2019; an additional 5,000 shares on or after April 16, 2020; an additional 5,000 shares on or after April 16, 2021; an additional 5,000 shares on or after April 16, 2022; and an additional 5,000 shares on or after April 16, 2023.
F7The Nonstatutory Stock Option is exercisable in the following cumulative installments prior to the Expiration date: 1,000 shares on or after October 23, 2019; an additional 1,000 shares on or after October 23, 2020; an additional 1,000 shares on or after October 23, 2021; an additional 1,000 shares on or after October 23, 2022; and an additional 1,000 shares on or after October 23, 2023.
F8Pursuant to the terms of the Fifth Amended & Restated Limited Liability Company Agreement dated as of April 6, 2015, as amended, the holders of common units in the Company may exchange all or a portion of their limited liability company units ("LLC Units"), along with the corresponding cancellation of an equal number of shares of Class B common stock, for shares of Class A common stock of the Company on a one-to-one basis (or, at the Company's option, cash). The holders thereof are not required to pay an exercise price in connection with any such exchange. The LLC Units do not expire. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock.
F9The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks

Chief Global Business Partnership Officer Exhibit 24 - Power of Attorney