0000899243-20-008906.txt : 20200318 0000899243-20-008906.hdr.sgml : 20200318 20200318174908 ACCESSION NUMBER: 0000899243-20-008906 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: Fils Ira CENTRAL INDEX KEY: 0001624516 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36749 FILM NUMBER: 20725728 MAIL ADDRESS: STREET 1: C/O THE HABIT RESTAURANTS, INC. STREET 2: 17320 RED HILL AVENUE, SUITE 140 CITY: IRVINE STATE: CA ZIP: 92614 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 0001624516 Fils Ira C/O THE HABIT RESTAURANTS, INC., 17320 RED HILL AVENUE, SUITE 140 IRVINE CA 92614 1 1 0 0 Chief Financial Officer Class A Common Stock 2020-03-18 4 D 0 66391 D 0 D Class B Common Stock 2020-03-18 4 D 0 263553 D 0 D Common Membership Interest 2020-03-18 4 D 0 263553 D Class A Common Stock 263553 0 D Nonstatutory Stock Option (right to buy) 10.10 2020-03-18 4 D 0 40000 D 2029-04-23 Class A Common Stock 40000 0 D Nonstatutory Stock Option (right to buy) 9.10 2020-03-18 4 D 0 50000 D 2028-04-16 Class A Common Stock 50000 0 D Nonstatutory Stock Option (right to buy) 15.90 2020-03-18 4 D 0 57710 D 2027-03-11 Class A Common Stock 57710 0 D Nonstatutory Stock Option (right to buy) 18.96 2020-03-18 4 D 0 42775 D 2026-03-21 Class A Common Stock 42775 0 D Nonstatutory Stock Option (right to buy) 32.32 2020-03-18 4 D 0 24019 D 2025-04-20 Class A Common Stock 24019 0 D Represents shares of Class A Common Stock owned by the Reporting Person and shares of Class A Common Stock underlying restricted stock units of the Issuer ("RSUs") acquired by the Reporting Person. 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. Pursuant to the Merger Agreement, each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was less than $14.00 was cancelled and converted into the right to receive an amount in cash, without interest, equal to the total number of shares of Common Stock subject thereto multiplied by the excess, if any, of $14.00 over the applicable option exercise price per share as of the Effective Time. Each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was equal to or greater than $14.00 was cancelled for no consideration. /s/ Ira Fils 2020-03-18