1
|
Name of reporting persons
Cambridge Franchise Holdings, LLC
|
|
2
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
|
3
|
SEC use only
|
|
4
|
Source of funds (see instructions)
OO
|
|
5
|
Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship or place of organization
Delaware
|
|
Number of shares beneficially owned by each reporting person with:
|
7
|
Sole voting power
0
|
8
|
Shared voting power
7,364,413
|
|
9
|
Sole dispositive power
0
|
|
10
|
Shared dispositive power
7,364,413
|
|
11
|
Aggregate amount beneficially owned by each reporting person
7,364,413
|
|
12
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
|
13
|
Percent of class represented by amount in Row (11)
16.6% (see Item 5)
|
|
14
|
Type of reporting person (see instructions)
OO
|
1
|
Name of reporting persons
Cambridge Franchise Partners, LLC
|
|
2
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
|
3
|
SEC use only
|
|
4
|
Source of funds (see instructions)
OO
|
|
5
|
Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship or place of organization
Delaware
|
|
Number of shares beneficially owned by each reporting person with:
|
7
|
Sole voting power
0
|
8
|
Shared voting power
7,364,413
|
|
9
|
Sole dispositive power
0
|
|
10
|
Shared dispositive power
7,364,413
|
|
11
|
Aggregate amount beneficially owned by each reporting person
7,364,413
|
|
12
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
|
13
|
Percent of class represented by amount in Row (11)
16.6% (see Item 5)
|
|
14
|
Type of reporting person (see instructions)
OO
|
1
|
Name of reporting persons
Matthew Perelman
|
|
2
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
|
3
|
SEC use only
|
|
4
|
Source of funds (see instructions)
OO
|
|
5
|
Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship or place of organization
United States
|
|
Number of shares beneficially owned by each reporting person with:
|
7
|
Sole voting power
358
|
8
|
Shared voting power
7,364,413
|
|
9
|
Sole dispositive power
358
|
|
10
|
Shared dispositive power
7,364,413
|
|
11
|
Aggregate amount beneficially owned by each reporting person
7,364,771
|
|
12
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
|
13
|
Percent of class represented by amount in Row (11)
16.6% (see Item 5)
|
|
14
|
Type of reporting person (see instructions)
IN
|
1
|
Name of reporting persons
Alexander Sloane
|
|
2
|
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
|
3
|
SEC use only
|
|
4
|
Source of funds (see instructions)
OO
|
|
5
|
Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship or place of organization
United States
|
|
Number of shares beneficially owned by each reporting person with:
|
7
|
Sole voting power
0
|
8
|
Shared voting power
7,364,413
|
|
9
|
Sole dispositive power
0
|
|
10
|
Shared dispositive power
7,364,413
|
|
11
|
Aggregate amount beneficially owned by each reporting person
7,364,413
|
|
12
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
|
13
|
Percent of class represented by amount in Row (11)
16.6% (see Item 5)
|
|
14
|
Type of reporting person (see instructions)
IN
|
Exhibit No.
|
Description
|
Joint Filing Agreement, dated May 9, 2019, among Cambridge Franchise Holdings, LLC, Cambridge Franchise Partners, LLC, Matthew Perelman and
Alexander Sloane
|
|
99.2
|
Agreement and Plan of Merger, dated February 19, 2019, among Carrols Restaurant Group, Inc., Carrols Holdco Inc., GRC MergerSub Inc., GRC MergerSub
LLC, Cambridge Franchise Partners, LLC, Cambridge Franchise Holdings, LLC and New CFH, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on February 25, 2019)
|
99.3
|
Certificate of Designations of Series C Convertible Preferred Stock of Carrols Restaurant Group, Inc. (incorporated by reference to Exhibit 4.2 to
the Current Report on Form 8-K filed by the Issuer on May 6, 2019)
|
99.4
|
Voting Agreement, dated February 19, 2019, between Cambridge Franchise Holdings, LLC and Daniel T. Accordino (incorporated by reference to Exhibit
10.3 to the Current Report on Form 8-K filed by the Issuer on February 25, 2019)
|
99.5
|
Voting Agreement, dated February 19, 2019, between Cambridge Franchise Holdings, LLC and Paul R. Flanders (incorporated by reference to Exhibit 10.4
to the Current Report on Form 8-K filed by the Issuer on February 25, 2019)
|
99.6
|
Voting Agreement, dated February 19, 2019, between Cambridge Franchise Holdings, LLC and Richard G. Cross (incorporated by reference to Exhibit 10.5
to the Current Report on Form 8-K filed by the Issuer on February 25, 2019)
|
99.7
|
Voting Agreement, dated February 19, 2019, between Cambridge Franchise Holdings, LLC and William E. Myers (incorporated by reference to Exhibit 10.6
to the Current Report on Form 8-K filed by the Issuer on February 25, 2019)
|
99.8
|
Voting Agreement, dated April 30, 2019, among Burger King Corporation, Blue Holdco 1, LLC, Cambridge Franchise Holdings, LLC and Carrols Holdco Inc.
(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on May 6, 2019)
|
99.9
|
Registration Rights and Stockholders’ Agreement, dated April 30, 2019, between Carrols Restaurant Group, Inc. and Cambridge Franchise Holdings, LLC
(incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Issuer on May 6, 2019)
|
CAMBRIDGE FRANCHISE HOLDINGS, LLC
|
|||
By:
|
/s/ Matthew Perelman
|
||
Name: Matthew Perelman
|
|||
Title: Co-President
|
CAMBRIDGE FRANCHISE PARTNERS, LLC
|
|||
By:
|
/s/ Alexander Sloane
|
||
Name: Alexander Sloane
|
|||
Title: Co-President
|
/s/ Matthew Perelman
|
||
Matthew Perelman
|
/s/ Alexander Sloane
|
||
Alexander Sloane
|
CAMBRIDGE FRANCHISE HOLDINGS, LLC
|
|||
By:
|
/s/ Matthew Perelman
|
||
Name: Matthew Perelman
|
|||
Title: Co-President
|
|||
CAMBRIDGE FRANCHISE PARTNERS, LLC
|
|||
By:
|
/s/ Alexander Sloane
|
||
Name: Alexander Sloane
|
|||
Title: Co-President
|
|||
/s/ Matthew Perelman
|
|||
Matthew Perelman
|
|||
/s/ Alexander Sloane
|
|||
Alexander Sloane
|