SEC Form 4 · accession 0001209191-15-034984

Habit Restaurants, Inc. · HABT

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

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

Apr 15, 2015

Accepted (ET)

Apr 17, 2015 · 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 Stock	Apr 15, 2015	C	3,378,360	$29.7216	D	2,265,033	D
Class B Common Stock	Apr 15, 2015	D	2,418,843	$0.00	D	5,709,922	D
Class A Common Stock^F5	Apr 15, 2015	C	844,591	$29.7216	D	0	I	See Footnote
Class B Common Stock^F5	Apr 15, 2015	D	844,591	$0.00	D	1,993,739	I	See Footnote

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^F2,F1,F3,F4	—	Apr 15, 2015	C	2,418,843	D	—	—	Class A Common Stock	2,418,843	5,709,922	D
Common Membership Interests^F5,F2,F1	—	Apr 15, 2015	C	844,591	D	—	—	Class A Common Stock	844,591	1,993,739	I

Explanation of responses

F1Each share of Class A Common Stock was issued upon conversion of one (1) unit of The Habit Restaurants, LLC, and the corresponding cancellation of one (1) share of Class B Common Stock. These shares of Class A common stock were sold by the reporting persons as selling stockholders pursuant to an underwritten public offering by the Issuer. The offering closed on April 15, 2015. The reported sale price reflects the price at which the reporting person sold shares to the underwriters.
F2Each common unit of The Habit Restaurants, LLC is convertible, at The Habit Restaurants, Inc.'s election, generally, 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.
F3Mr. 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. (Continued in Footnote 4)
F4Additionally, 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.
F5KarpReilly GP also has voting and dispositive control over the securities of The Habit Restaurants, Inc. and The Habit Restaurants, LLC held by each of PEG U.S. Direct Corporate Finance Institutional Investors III LLC and 522 Fifth Avenue Fund, L.P., and therefore Mr. Reilly and Mr. Karp may also be deemed the beneficial owner of such securities.