| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Del Taco Restaurants, Inc. [ TACO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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(1) | 08/08/2016 | A | 45,592 | A | (4) | 3,388,717 | I | By PW Acquisitions LP(2) | ||
| Common Stock(1) | 08/10/2016 | J(6) | 10,000 | D | $0 | 0 | I | By PW Partners Master Fund (QP) LP(3) | ||
| Common Stock(1) | 5,308 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants (Right to Buy)(1) | $11.5 | 08/08/2016 | D | 164,000 | (5) | (5) | Common Stock | 164,000 | (4) | 436,000 | I | By PW Acquisitions LP(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by PW Acquisitions LP ("PW Acquisitions"), PW Partners Master Fund (QP) LP ("Master Fund QP"), PW Partners Atlas Funds, LLC ("Acquisitions GP"), PW Partners, LLC ("PW Master Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Mr. Walsh is a director of the Issuer. Each of the other Reporting Persons may be deemed to be a director by deputization by virtue of the fact that Mr. Walsh, the Managing Member and Chief Executive Officer of each of Acquisitions GP and PW Master Fund GP and the Managing Member of PW Capital Management, is a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| 2. Represents securities owned directly by PW Acquisitions. As the General Partner of PW Acquisitions, Acquisitions GP may be deemed to beneficially own the securities owned directly by PW Acquisitions. As the Investment Manager of PW Acquisitions, PW Capital Management may be deemed to beneficially own the securities owned directly by PW Acquisitions. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Acquisitions GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by PW Acquisitions. |
| 3. Represents securities previously owned directly by Master Fund QP. As the General Partner of Master Fund QP, PW Master Fund GP may be deemed to beneficially own the securities owned directly by Master Fund QP. As the Investment Manager of Master Fund QP, PW Capital Management may be deemed to beneficially own the securities owned directly by Master Fund QP. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of PW Master Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Master Fund QP. |
| 4. PW Acquisitions tendered 164,000 warrants in exchange for 45,592 shares of common stock in an Issuer exchange offer. Such transaction is exempt under Rule 16b-3. |
| 5. The warrants became exercisable on July 30, 2015 and will expire on June 30, 2020 or earlier upon certain events. |
| 6. Represents a pro rata distribution of shares from Master Fund QP to its limited partners. Following the pro rata distribution, Master Fund QP no longer beneficially owned any securities of the Issuer and shall no longer be deemed to be a director by deputization and shall cease to be a Reporting Person immediately following the filing of this Form 4. |
| By: /s/ Patrick Walsh | 08/10/2016 | |
| By: PW Partners Capital Management LLC, By: /s/ Patrick Walsh, Managing Member | 08/10/2016 | |
| By: PW Acquisitions LP, By: PW Partners Atlas Funds, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer | 08/10/2016 | |
| By: PW Partners Atlas Funds, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer | 08/10/2016 | |
| By: PW Partners Master Fund (QP) LP, By: PW Partners, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer | 08/10/2016 | |
| By: PW Partners, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer | 08/10/2016 | |
| ** 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. | ||