0000899243-20-008896.txt : 20200318
0000899243-20-008896.hdr.sgml : 20200318
20200318174359
ACCESSION NUMBER: 0000899243-20-008896
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: KARP ALLAN W
CENTRAL INDEX KEY: 0001024680
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36749
FILM NUMBER: 20725706
MAIL ADDRESS:
STREET 1: 450 LEXINGTON AVE
STREET 2: C/O DAVIS POLK & WARDWELL
CITY: NEW YORK
STATE: NY
ZIP: 10017
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
0001024680
KARP ALLAN W
C/O KARPREILLY INVESTMENTS, LLC
104 FIELD POINT ROAD
GREENWICH
CT
06830
1
0
1
0
Class A Common Stock
2020-03-18
4
D
0
230043
D
0
I
See Footnote
Class B Common Stock
2020-03-18
4
D
0
2554681
D
0
I
See Footnote
Common Membership Interests
2020-03-18
4
D
0
2554681
D
Class A Common Stock
2554681
0
I
See Footnote
The Reporting Person, Mr. Allan Karp, is a founding partner of KarpReilly, LLC. Mr. Karp may be deemed the beneficial owner of all the securities held by the entities affiliated with KarpReilly, LLC, as hereinafter described. Mr. Karp, along with Mr. Christopher Reilly, 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"), have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KarpReilly HB. Additionally, Mr. Karp, along with Mr. Christopher Reilly, as the sole managers of KarpReilly Investments, LLC ("KR Investments"), have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KR Investments. Mr. Karp disclaims ownership of all securities except to the extent of his pecuniary interests therein.
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.
/s/ Allan Karp
2020-03-18