Statement of Changes in Beneficial Ownership (4)
December 11 2017 - 5:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Taylor Wayne Kent
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2. Issuer Name
and
Ticker or Trading Symbol
Texas Roadhouse, Inc.
[
TXRH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, CEO
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(Last)
(First)
(Middle)
C/O TEXAS ROADHOUSE, INC., 6040 DUTCHMANS LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/7/2017
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(Street)
LOUISVILLE, KY 40205
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/7/2017
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S
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200000
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D
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$51.09
(1)
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3908231
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D
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Common Stock
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12/8/2017
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S
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100000
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D
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$50.61
(2)
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3808231
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(3)
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(4)
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(4)
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Common Stock
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15000
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15000
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D
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Explanation of Responses:
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(1)
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Weighted average sales price reported. These shares were sold within the range of $50.69 and $51.89. The reporting person will provide full information regarding the specific number of shares sold at each separate price upon request by the Commission Staff, the Company, or any security holder of the Company.
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(2)
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Weighted average sales price reported. These shares were sold within the range of $50.00 and $51.50. The reporting person will provide full information regarding the specific number of shares sold at each separate price upon request by the Commission Staff, the Company, or any security holder of the Company.
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(3)
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Each restricted stock unit represents a conditional right to receive one share of the Company's Common Stock.
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(4)
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The restricted stock units vest on January 8, 2018. Delivery of the shares to the reporting person will occur on January 8, 2018, subject to the reporting person's continued service with the Company.
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Remarks:
The reporting person previously reported indirect beneficial ownership of shares of issuer common stock held by a limited partnership in which members of the reporting person's Immediate Family, as defined in Rule 16a-1(e) of the Securities Exchange Act of 1934, as amended, had a pecuniary interest. Since the filing of the reporting person's last report, the limited partnership distributed all the issuer shares to limited partners other than the reporting person. Neither the reporting person nor any member of his Immediate Family has a reportable pecuniary interest in the shares previously held by the limited partnership.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Taylor Wayne Kent
C/O TEXAS ROADHOUSE, INC.
6040 DUTCHMANS LANE
LOUISVILLE, KY 40205
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X
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Chairman, CEO
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Signatures
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/s/ Celia Catlett, by Power of Attorney
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12/11/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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