SEC Form 4 · accession 0001209191-18-024414

Fogo de Chao, Inc. · FOGO

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

Reporting owner

Officer — General Counsel

Period of report

Apr 5, 2018

Accepted (ET)

Apr 9, 2018 · 6:34 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001627487

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2	Apr 5, 2018	D	2,398	$15.75	D	2,398	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (right to buy)^F3	$10.78	Apr 5, 2018	D	71,284	D	—	Nov 20, 2024	Common Stock	71,284	0	D
Stock Options (right to buy)^F4	$21.56	Apr 5, 2018	D	30,550	D	—	Nov 20, 2024	Common Stock	30,550	0	D

F1Disposed of pursuant to the consummation of the transactions contemplated by the merger agreement between issuer and affiliates of Rhone Capital for cash payment of $15.75 per share on the closing date of the merger.
F2In connection with the closing of the merger, all restrictions on each share of restricted issuer stock outstanding, including all restrictions related to performance-based vesting conditions, lapsed and all such shares were canceled in exchange for payment of $15.75 per share and retired. Reporting person held 2398 restricted shares prior to the merger.
F3This option, which provided for vesting in five annual installments beginning one year after the grant date, was canceled in the merger in exchange for the per share cash payment of $4.97, representing the difference between the exercise price of the option and $15.75, the per share merger consideration for the issuer's common stock on the closing date of the merger.
F4This option, whether or not exercisable or vested, was cancelled in connection with the merger without consideration payable therefore because the exercise price of the option exceeded the cash payment of $15.75 per share payable on the closing date of the merger.