SEC Form 4/A · accession 0001209191-15-040102

Habit Restaurants, Inc. · HABT

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Christopher K. Reilly

Director

Period of report

Apr 15, 2015

Accepted (ET)

May 7, 2015 · 5:33 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^F1,F2	Apr 15, 2015	C	3,396,949	$29.7216	D	2,259,754	I	See Footnotes
Class A Common Stock^F4	Apr 15, 2015	C	849,237	$29.7216	D	0	I	See Footnote
Class B Common Stock^F1,F2	Apr 15, 2015	D	2,432,153	$0.00	D	5,696,612	I	See Footnotes
Class B Common Stock^F4	Apr 15, 2015	D	849,237	$0.00	D	1,989,093	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^F1,F2,F3	—	Apr 15, 2015	C	2,432,153	D	—	—	Class A Common Stock	2,432,153	5,696,612	I
Common Membership Units^F4,F3,F1,F2	—	Apr 15, 2015	C	849,237	D	—	—	Class A Common Stock	849,237	1,989,093	I

Explanation of responses

F1Each share of Class A Common Stock was issued upon conversion of one (1) common 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 entities affiliated with KarpReilly, LLC 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. The Reporting Person, Mr. Christopher 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"),
F2(Continued from Footnote 1) 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.
F3Each 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.
F4KarpReilly 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 US Corporate Finance Institutional Investors III LLC and 522 Fifth Avenue Fund, L.P., and therefore Mr. Reilly may also be deemed the beneficial owner of such securities.

Remarks

This Form 4/A amends the Form 4 filing made on April 17, 2015. Due to an administrative error, the Form 4, as originally filed, listed an incorrect number of shares and common units disposed of pursuant to the offering of The Habit Restaurants, Inc., which closed on April 15, 2015.