Statement of Changes in Beneficial Ownership (4)
March 18 2020 - 5:46PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Phillips John McQuitty |
2. Issuer Name and Ticker or Trading Symbol
Habit Restaurants, Inc.
[
HABT
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O THE HABIT RESTAURANTS, INC.,, 17320 RED HILL AVENUE, SUITE 140 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2020 |
(Street)
IRVINE, CA 92614
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Class A Common Stock | 3/18/2020 | | D | | 15204 (1) | D | (2)(3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Nonstatutory Stock Option (right to buy) | $10.10 | 3/18/2020 | | D | | | 20000 | (5) | 4/23/2029 | Class A Common Stock | 20000 | (5) | 0 | D | |
Nonstatutory Stock Option (right to buy) | $32.32 | 3/18/2020 | | D | | | 1801 | (5) | 4/20/2025 | Class A Common Stock | 1801 | (5) | 0 | I | By The Phillips Family Trust (6) |
Nonstatutory Stock Option (right to buy) | $18.96 | 3/18/2020 | | D | | | 5900 | (5) | 3/21/2026 | Class A Common Stock | 5900 | (5) | 0 | I | By The Phillips Family Trust (6) |
Nonstatutory Stock Option (right to buy) | $15.90 | 3/18/2020 | | D | | | 8955 | (5) | 3/22/2027 | Class A Common Stock | 8955 | (5) | 0 | I | By The Phillips Family Trust (6) |
Nonstatutory Stock Option (right to buy) | $9.10 | 3/18/2020 | | D | | | 25000 | (5) | 4/15/2028 | Class A Common Stock | 25000 | (5) | 0 | I | By The Phillips Family Trust (6) |
Nonstatutory Stock Option (right to buy) | $14.63 | 3/18/2020 | | D | | | 5000 | (5) | 10/23/2028 | Class A Common Stock | 5000 | (5) | 0 | I | By The Phillips Family Trust (6) |
Common Units and Class B Common Stock | (4) | 3/18/2020 | | D | | | 34373 | (4) | (4) | Class A Common Stock | 34373 | (4) | 0 | I | By The Phillips Family Trust (6) |
Explanation of Responses: |
(1) | Represents shares of Class A Common Stock owned by the Reporting Person and shares of Class A Common Stock underlying restricted stock units of the Issuer ("RSUs") acquired by the Reporting Person. |
(2) | Disposed of pursuant to the Agreement and Plan of Merger dated as of January 5, 2020 by and among the Issuer, YUM! Brands, Inc. and YEB Newco Inc. (the "Merger Agreement"), pursuant to which YEB Newco Inc. merged with and into the Issuer (the "Merger"), effective March 18, 2020 (the "Effective Time"). Pursuant to the Merger Agreement, each Share of Class A Common Stock that was (i) issued and outstanding immediately prior to the Effective Time or (ii) resulting from the exchange of units of Habit Restaurants, LLC ("LLC Unit") was cancelled for consideration of $14.00 per share in cash (subject to any withholding taxes required by applicable law). |
(3) | (Continued from footnote 2) Each RSU that was outstanding immediately prior to the Effective Time was cancelled and the holder of the cancelled RSU was entitled to receive an amount in cash, without interest, equal to the product of the total number of shares subject to such RSU immediately prior to the Effective Time multiplied by the merger consideration of $14.00 (less any applicable withholding or other taxes, or other amounts required to be withheld). |
(4) | Pursuant to the Merger Agreement, at the Effective Time of the Merger each LLC Unit not held by the Company or one of its subsidiaries, whether vested or unvested, together with one share of Class B Common Stock was exchanged for one share of Class A Common Stock and subsequently disposed of pursuant to the Merger Agreement, as described in footnote (2) above. |
(5) | Pursuant to the Merger Agreement, each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was less than $14.00 was cancelled and converted into the right to receive an amount in cash, without interest, equal to the total number of shares of Common Stock subject thereto multiplied by the excess, if any, of $14.00 over the applicable option exercise price per share as of the Effective Time. Each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was equal to or greater than $14.00 was cancelled for no consideration. |
(6) | The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
Remarks: Chief Global Business Partnership Officer |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Phillips John McQuitty C/O THE HABIT RESTAURANTS, INC., 17320 RED HILL AVENUE, SUITE 140 IRVINE, CA 92614 |
|
| See Remarks |
|
Signatures
|
/s/ Ira Fils, Attorney-in-fact | | 3/18/2020 |
**Signature of Reporting Person | Date |
Habit Restaurants (NASDAQ:HABT)
Historical Stock Chart
From Apr 2024 to May 2024
Habit Restaurants (NASDAQ:HABT)
Historical Stock Chart
From May 2023 to May 2024