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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Membership Interests | (2) | 05/05/2016 | J(3)(4) | 606,124 | (1)(2) | (1)(2) | Class A Common Stock | 606,124 | $ 0 | 5,680,081 | I | See Footnotes (1) (2) (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KarpReilly GP, LLC 104 FIELD POINT ROAD GREENWICH, CT 06830 |
X | |||
| KarpReilly Investments, LLC 104 FIELD POINT ROAD GREENWICH, CT 06830 |
X | |||
| KarpReilly HB Co-Invest, LLC 104 FIELD POINT ROAD GREENWICH, CT 06830 |
X | |||
| Habit Restaurant Co-Invest, LLC 104 FIELD POINT ROAD GREENWICH, CT 06830 |
X | |||
| /s/ Christopher Reilly, authorized signatory of KarpReilly GP, LLC, as managing member of KarpReilly HB and Habit Co-Invest, and as authorized signatory of KarpReilly Investments | 05/06/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each 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. |
| (2) | Mr. 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. 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 and Mr. Karp disclaim ownership of such shares except to the extent of their respective pecuniary interests therein |
| (3) | KarpReilly GP has voting and dispositive control over certain of the securities of The Habit Restaurants, Inc. and The Habit Restaurants, LLC held by each of PEG U.S. Corporate Finance Institutional Investors III LLC ("PEG Direct") and 522 Fifth Avenue Fund, L.P. ("522 Fifth"), and therefore Messrs. Reilly and Karp may also be deemed the beneficial owner of such securities. On May 2, 2016, 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 May 5, 2016, (i) KarpReilly HB transferred (a) 59,209 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in |
| (4) | (Continued from Footnote 3) The Habit Restaurants, Inc. to Employee Fund III, (b) 74,494 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) 472,421 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) 67,347 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) 107,120 shares of Class A common stock in The Habit Restaurants, Inc. to Vesey Erisa, (b) 508,607 shares of Class A common stock in The Habit Restaurants, Inc. to DivPEP, (c) 177,649 shares of Class A common stock in The Habit Restaurants, Inc. to Passage Portfolio and (d) 88,153 shares of Class A common stock in The Habit Restaurants, Inc. to KarpReilly GP. |