0000899243-20-008893.txt : 20200318 0000899243-20-008893.hdr.sgml : 20200318 20200318174212 ACCESSION NUMBER: 0000899243-20-008893 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: Reilly Christopher K. CENTRAL INDEX KEY: 0001591699 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36749 FILM NUMBER: 20725701 MAIL ADDRESS: STREET 1: C/O KARPREILLY LLC STREET 2: 104 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 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 0001591699 Reilly Christopher K. 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. Christopher Reilly, is a founding partner of KarpReilly, LLC. Mr. Reilly may be deemed the beneficial owner 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"), 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 ("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. Reilly 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/ Christopher Reilly 2020-03-18