FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Ignite Restaurant Group, Inc. [ IRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/22/2012 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
Common Stock | 05/16/2012 | J(1) | 1,421,993 | D | $0 | 17,559,705(2) | I | See footnotes(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 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: 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 |
Explanation of Responses: |
1. J.H. Whitney VI, L.P. received 17,359,690 shares of Ignite Restaurant Group, Inc. as part of an in-kind pro rata distribution of such shares held by JCS Holdings, LLC. The 1,421,993 shares shown in Column 4 were distributed by JCS Holdings, LLC to certain other members, consisting of certain directors, officers and employees of Ignite Restaurant Group, Inc. |
2. This amendment is being filed solely to include an additional 3,240,427 shares beneficially owned by JH Whitney VI, L.P., that were inadvertently omitted in the original Form 4. The number of outstanding shares of Ignite Restaurant Group, Inc. has not changed as a result of this amendment. |
3. J.H. Whitney Equity Partners VI, LLC is the sole general partner of J.H. Whitney VI, L.P. The undersigned is a managing member of J.H. Whitney Equity Partners VI, LLC and has an interest in a limited partner of J.H. Whitney VI. The undersigned may be deemed to share voting and dispositive power with respect to such shares beneficially owned by J.H. Whitney VI. The undersigned disclaims beneficial ownership of the 17,359,690 shares held directly by J.H. Whitney VI, except to the extent of his pecuniary interest therein. |
4. Of the 17,559,705 shares reported in Column 5, 200,015 shares are still held by JCS Holdings, LLC because of unvested common unit options held by certain current officers and directors of Ignite Restaurant Group, Inc. J.H. Whitney VI, L.P. holds an 88.6% equity interest in JCS Holdings, LLC and as such may be deemed to have beneficial ownership of the shares held by JCS Holdings, LLC. The undersigned disclaims beneficial ownership of such shares. |
/s/ Michael C. Salvator, as Attorney-In-Fact | 06/25/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |