Statement of Changes in Beneficial Ownership (4)
January 12 2021 - 5:35PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Jacobsen S. Chris |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Marketing Officer |
(Last)
(First)
(Middle)
C/O TEXAS ROADHOUSE, INC., 6040 DUTCHMANS LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/8/2021 |
(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 | 1/8/2021 | | M(1) | | 15000 | A | $0 | 32787 | D | |
Common Stock | 1/8/2021 | | F | | 5319 | D | $79.22 | 27468 | D | |
Common Stock | 1/8/2021 | | S | | 5000 (2) | D | $80.25 (3) | 22468 | D | |
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) | 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 |
Restricted Stock Units | (4) | 1/8/2021 | | M | | | 5000 | (5) | (5) | Common Stock | 5000 | $0 | 0 | D | |
Restricted Stock Units | (4) | 1/8/2021 | | M | | | 10000 | (5) | (5) | Common Stock | 10000 | $0 | 0 | D | |
Restricted Stock Units | (4) | 1/8/2021 | | A (6) | | 7000 | | (7) | (7) | Common Stock | 7000 | $0 | 7000 | D | |
Explanation of Responses: |
(1) | Represents restricted stock units that are fully vested on the transaction date. |
(2) | These shares were disposed of pursuant to a written non-discretionary Rule 10b5-1 stock purchase plan dated November 23, 2020. |
(3) | Weighted average sale price reported. The shares were sold within the range of $80.00 to $80.49. 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. |
(4) | Each restricted stock unit represents a conditional right to receive one share of the Company's common stock. |
(5) | The restricted stock units vested on January 8, 2021. Delivery of the shares to the reporting person occurred on January 8, 2021. |
(6) | Grant of restricted stock units pursuant to the Company's 2013 Long Term Incentive Plan. |
(7) | The restricted stock units vest on January 8, 2022. Delivery of the shares to the reporting person will occur on January 10, 2022, subject to the reporting person's continued service with the Company. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jacobsen S. Chris C/O TEXAS ROADHOUSE, INC. 6040 DUTCHMANS LANE LOUISVILLE, KY 40205 |
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| Chief Marketing Officer |
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Signatures
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/s/ Sean Renfroe, by Power of Attorney | | 1/12/2021 |
**Signature of Reporting Person | Date |
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