SEC FORM 4/A

SEC Form 4

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

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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^*

Reilly Christopher K.

(Last)

(First)

(Middle)

C/O KARPREILLY INVESTMENTS, LLC

104 FIELD POINT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Habit Restaurants, Inc. [ HABT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/17/2015

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/15/2015		C⁽¹⁾⁽²⁾		3,396,949	D	$29.7216	2,259,754	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock	04/15/2015		C⁽¹⁾⁽²⁾		849,237	D	$29.7216	0	I	See Footnote⁽⁴⁾
Class B Common Stock	04/15/2015		D⁽¹⁾⁽²⁾		2,432,153	D	$0.00	5,696,612	I	See Footnotes⁽¹⁾⁽²⁾
Class B Common Stock	04/15/2015		D⁽¹⁾⁽²⁾		849,237	D	$0.00	1,989,093	I	See Footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Membership Interests	⁽³⁾	04/15/2015		C⁽¹⁾			2,432,153	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Class A Common Stock	2,432,153	$0.00	5,696,612	I	See Footnotes⁽¹⁾⁽²⁾
Common Membership Units	⁽³⁾	04/15/2015		C⁽¹⁾			849,237	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Class A Common Stock	849,237	$0.00	1,989,093	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. Each share of Class A Common Stock was issued upon conversion of one (1) common unit of The Habit Restaurants, LLC, and the corresponding cancellation of one (1) share of Class B Common Stock. These shares of Class A common stock were sold by entities affiliated with KarpReilly, LLC as selling stockholders pursuant to an underwritten public offering by the Issuer. The offering closed on April 15, 2015. The reported sale price reflects the price at which the reporting person sold shares to the underwriters. The Reporting Person, Mr. Christopher Reilly, is a founding partner of KarpReilly, LLC. Mr. Reilly may be deemed the beneficial owners of all the securities held by the entities affiliated with KarpReilly, LLC, as hereinafter described. Mr. Reilly, along with Mr. Allan Karp, as the sole managers of KarpReilly GP, LLC ("KarpReilly GP"), which is the managing member of KarpReilly HB Co-Invest, LLC ("KarpReilly HB") and Habit Restaurant Co-Invest, LLC ("Habit Co-Invest"),

2. (Continued from Footnote 1) have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KarpReilly HB. Additionally, Mr. Reilly, along with Mr. Allan Karp, as the sole managers of KarpReilly Investments, LLC ("KarpReilly Investments"), have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KR Investments. Mr. Reilly disclaims ownership of such shares except to the extent of his pecuniary interests therein.

3. Each common unit of The Habit Restaurants, LLC is convertible, generally, at The Habit Restaurants, Inc.'s election, into cash or one (1) share of Class A Common Stock and has no expiration date. Upon such conversion, one (1) share of Class B common stock is cancelled.

4. KarpReilly GP also has voting and dispositive control over the securities of The Habit Restaurants, Inc. and The Habit Restaurants, LLC held by each of PEG US Corporate Finance Institutional Investors III LLC and 522 Fifth Avenue Fund, L.P., and therefore Mr. Reilly may also be deemed the beneficial owner of such securities.

Remarks:

This Form 4/A amends the Form 4 filing made on April 17, 2015. Due to an administrative error, the Form 4, as originally filed, listed an incorrect number of shares and common units disposed of pursuant to the offering of The Habit Restaurants, Inc., which closed on April 15, 2015.

	/s/ Christopher Reilly	04/30/2015
	** Signature of Reporting Person	Date
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