X0306 4 2016-05-26 0 0001617977 Habit Restaurants, Inc. HABT 0001024680 KARP ALLAN W C/O KARPREILLY, LLC 104 FIELD POINT ROAD GREENWICH CT 06830 1 0 1 0 Class B Common Stock 2016-05-26 4 J 0 1485000 0.00 D 4195081 I See Footnotes Common Membership Interests 2016-05-26 4 J 0 1485000 0.00 D Class A Common Stock 1485000 4195081 I See Footnotes The Reporting Person, Mr. Allan Karp, is a founding partner of KarpReilly, LLC. Mr. Karp may be deemed the beneficial owners 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 ("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. Karp disclaims ownership of such shares except to the extent of his pecuniary interests therein. 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. KarpReilly GP has voting and dispositive control over certain of the securities of The Habit Restaurants, Inc. and The Habit Restaurants, LLC held by each of PEG U.S. Corporate Finance Institutional Investors III LLC ("PEG Direct") and 522 Fifth Avenue Fund, L.P. ("522 Fifth"), and therefore Mr. Karp may also be deemed the beneficial owner of such securities. On May 23, 2016, KarpReilly GP, KarpReilly HB, 522 Fifth Avenue Fund, L.P. ("522 Fifth"), PEG U.S. Direct Corporate Finance Institutional Investors III LLC ("PEG Direct") and PEG U.S. Pooled Corporate Finance Institutional Investors III LLC ("PEG Pooled") entered into an agreement pursuant to which, on May 26, 2016, (Continued from footnote 3) (i) KarpReilly HB transferred (a) 653,400 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to PEG Pooled, (b) 6,600 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to 522 Fifth, and (c) 165,000 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. to KarpReilly GP, and (ii) KarpReilly GP released voting and dispositive power over (a) 816,750 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. held by PEG Direct, and (b) 8,250 common units in The Habit Restaurants, LLC and a corresponding number of shares of Class B common stock in The Habit Restaurants, Inc. held by 522 Fifth. /s/ Allan Karp 2016-05-31