0000899243-20-008892.txt : 20200318 0000899243-20-008892.hdr.sgml : 20200318 20200318174203 ACCESSION NUMBER: 0000899243-20-008892 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200318 FILED AS OF DATE: 20200318 DATE AS OF CHANGE: 20200318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bendel Russell William CENTRAL INDEX KEY: 0001297353 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36749 FILM NUMBER: 20725699 MAIL ADDRESS: STREET 1: 3776 SOUTH HIGH ST CITY: COLUMBUS STATE: OH ZIP: 43207 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Habit Restaurants, Inc. CENTRAL INDEX KEY: 0001617977 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17320 REDHILL AVENUE STREET 2: SUITE 140 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949-851-8881 MAIL ADDRESS: STREET 1: 17320 REDHILL AVENUE STREET 2: SUITE 140 CITY: IRVINE STATE: CA ZIP: 92614 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-18 1 0001617977 Habit Restaurants, Inc. HABT 0001297353 Bendel Russell William C/O THE HABIT RESTAURANTS, INC., 17320 RED HILL AVENUE, SUITE 140 IRVINE CA 92614 1 1 0 0 Chief Executive Officer Class A Common Stock 2020-03-18 4 D 0 93495 D 0 D Class B Common Stock 2020-03-18 4 D 0 718958 D 0 I Bendel Family Trust Common Membership Interests 2020-03-18 4 D 0 257385 D Class A Common Stock 257385 0 I Bendel Family Trust Nonstatutory Stock Option (right to buy) 10.10 2020-03-18 4 D 0 50000 D 2029-04-23 Class A Common Stock 50000 0 D Nonstatutory Stock Option (right to buy) 15.90 2020-03-18 4 D 0 85570 D 2027-03-22 Class A Common Stock 85570 0 D Nonstatutory Stock Option (right to buy) 18.96 2020-03-18 4 D 0 63425 D 2026-03-21 Class A Common Stock 63425 0 D Nonstatutory Stock Option (right to buy) 9.10 2020-03-18 4 D 0 252622 D 2028-04-16 Class A Common Stock 252622 0 D Nonstatutory Stock Option (right to buy) 32.32 2020-03-18 4 D 0 33627 D 2025-04-20 Class A Common Stock 33627 0 D 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. 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). (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). 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. 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. /s/ Ira Fils, Attorney-in-fact 2020-03-18