0001140361-23-026016.txt : 20230522 0001140361-23-026016.hdr.sgml : 20230522 20230522163806 ACCESSION NUMBER: 0001140361-23-026016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230518 FILED AS OF DATE: 20230522 DATE AS OF CHANGE: 20230522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Glynn Tricia CENTRAL INDEX KEY: 0001585849 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40866 FILM NUMBER: 23945086 MAIL ADDRESS: STREET 1: C/O ADVENT INERNATIONAL CORPORATION STREET 2: PRUDENTIAL TOWER, 800 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02199 FORMER NAME: FORMER CONFORMED NAME: Patrick Tricia DATE OF NAME CHANGE: 20130904 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: First Watch Restaurant Group, Inc. CENTRAL INDEX KEY: 0001789940 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 824271369 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8725 PENDERY PLACE, SUITE 201 CITY: BRADENTON STATE: FL ZIP: 34201 BUSINESS PHONE: 941-907-9800 MAIL ADDRESS: STREET 1: 8725 PENDERY PLACE, SUITE 201 CITY: BRADENTON STATE: FL ZIP: 34201 FORMER COMPANY: FORMER CONFORMED NAME: AI Fresh Super Holdco, Inc. DATE OF NAME CHANGE: 20191001 FORMER COMPANY: FORMER CONFORMED NAME: Al Fresh Super Holdco, Inc. DATE OF NAME CHANGE: 20191001 4 1 form4.xml X0407 4 2023-05-18 0001789940 First Watch Restaurant Group, Inc. FWRG 0001585849 Glynn Tricia PRUDENTIAL TOWER, 800 BOYLSTON STREET, SUITE 3300 BOSTON MA 02199-8069 true false Common Stock 2023-05-18 4 S 0 4025000 15.47 D 37539784 I See Notes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). Exhibit 99.1 (Footnotes to Form 4) is incorporated by reference. /s/ Tricia Glynn 2023-05-22 EX-99.1 2 brhc20053253_ex99-1.htm EXHIBIT 99-1
Exhibit 99.1

Footnotes to Form 4
 
(1) The shares of common stock were sold in connection with a public offering of the common stock of the Issuer (including pursuant to the underwriters’ exercise of their over-allotment option) pursuant to the prospectus dated November 7, 2022, and accompanying registration statement on Form S-3 (File No. 333-268197). The shares were sold at a price per share equal to the public offering price.
 
(2) Represents shares of common stock sold by the following entities: (i) 241,226 shares of common stock sold by Advent International GPE VIII Limited Partnership; (ii) 261,830 shares of common stock sold by Advent International GPE VIII-B-1 Limited Partnership; (iii) 195,225 shares of common stock sold by Advent International GPE VIII-B-2 Limited Partnership; (iv) 304,845 shares of common stock sold by Advent International GPE VIII-B-3 Limited Partnership; (v) 735,764 shares of common stock sold by Advent International GPE VIII-B Limited Partnership; (vi) 120,174 shares of common stock sold by Advent International GPE VIII-C Limited Partnership; (vii) 102,778 shares of common stock sold by Advent International GPE VIII-D Limited Partnership; (viii) 30,457 shares of common stock sold by Advent International GPE VIII-F Limited Partnership; (ix) 269,832 shares of common stock sold by Advent International GPE VIII-H Limited Partnership; (x) 250,910 shares of common stock sold by Advent International GPE VIII-I Limited Partnership; (xi) 246,571 shares of common stock sold by Advent International GPE VIII-J Limited Partnership (the funds set forth in the foregoing clauses (i)-(xi), the “Advent VIII Luxembourg Funds”); (xii) 565,831 shares of common stock sold by Advent International GPE VIII-A Limited Partnership; (xiii) 114,459 shares of common stock sold by Advent International GPE VIII-E Limited Partnership; (xiv) 194,130 shares of common stock sold by Advent International GPE VIII-G Limited Partnership; (xv) 115,695 shares of common stock sold by Advent International GPE VIII-K Limited Partnership; (xvi) 105,145 shares of common stock sold by Advent International GPE VIII-L Limited Partnership (the funds set forth in the foregoing clauses (xii)-(xvi), the “Advent VIII Cayman Funds”); (xvii) 8,903 shares of common stock sold by Advent Partners GPE VIII Limited Partnership; (xviii) 55,489 shares of common stock sold by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 10,698 shares of common stock sold by Advent Partners GPE VIII-A Limited Partnership; (xx) 7,402 shares of common stock sold by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 87,636 shares of common stock sold by Advent Partners GPE VIII-B Cayman Limited Partnership (the funds set forth in the foregoing clauses (xvii)-(xxi), the “Advent VIII Partners Funds” and together with the Advent VIII Luxembourg Funds and the Advent VIII Cayman Funds, the “Advent VIII Funds”).
 
Exhibit 99.1
(3) Following the reported transactions, Advent International Corporation (“Advent”) manages funds that collectively own 37,539,784 shares of common stock of the Issuer, which are represented as follows: (i) 2,249,834 shares of common stock held by Advent International GPE VIII Limited Partnership; (ii) 2,442,000 shares of common stock held by Advent International GPE VIII-B-1 Limited Partnership; (iii) 1,820,792 shares of common stock held by Advent International GPE VIII-B-2 Limited Partnership; (iv) 2,843,189 shares of common stock held by Advent International GPE VIII-B-3 Limited Partnership; (v) 6,862,193 shares of common stock held by Advent International GPE VIII-B Limited Partnership; (vi) 1,120,826 shares of common stock held by Advent International GPE VIII-C Limited Partnership; (vii) 958,579 shares of common stock held by Advent International GPE VIII-D Limited Partnership; (viii) 284,063 shares of common stock held by Advent International GPE VIII-F Limited Partnership; (ix) 2,516,629 shares of common stock held by Advent International GPE VIII-H Limited Partnership; (x) 2,340,156 shares of common stock held by Advent International GPE VIII-I Limited Partnership; (xi) 2,299,688 shares of common stock held by Advent International GPE VIII-J Limited Partnership; (xii) 5,277,305 shares of common stock held by Advent International GPE VIII-A Limited Partnership; (xiii) 1,067,519 shares of common stock held by Advent International GPE VIII-E Limited Partnership; (xiv) 1,810,581 shares of common stock held by Advent International GPE VIII-G Limited Partnership; (xv) 1,079,043 shares of common stock held by Advent International GPE VIII-K Limited Partnership; (xvi) 980,652 shares of common stock held by Advent International GPE VIII-L Limited Partnership; (xvii) 83,039 shares of common stock held by Advent Partners GPE VIII Limited Partnership; (xviii) 517,523 shares of common stock held by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 99,782 shares of common stock held by Advent Partners GPE VIII-A Limited Partnership; (xx) 69,036 shares of common stock held by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 817,355 shares of common stock held by Advent Partners GPE VIII-B Cayman Limited Partnership.
 
(4) GPE VIII GP S.à.r.l. is the general partner of the Advent VIII Luxembourg Funds. GPE VIII GP Limited Partnership is the general partner of the Advent VIII Cayman Funds. AP GPE VIII GP Limited Partnership is the general partner of the Advent VIII Partners Funds. Advent International GPE VIII, LLC is the manager of GPE VIII GP S.à.r.l. and the general partner of each of GPE VIII GP Limited Partnership and AP GPE VIII GP Limited Partnership. Advent is the manager of Advent International GPE VIII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VIII Funds.
 
(5) The Reporting Person is a Managing Director of Advent and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose.