| Item 1. | |
| (a) | Name of issuer:
First Watch Restaurant Group, Inc. |
| (b) | Address of issuer's principal executive offices:
8725 Pendery Place, Suite 201, Bradenton, Florida, 34201 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Advent International, L.P. (f/k/a Advent International Corporation) a Delaware limited partnership ("International LP")
(ii) Advent International GP, LLC, a Delaware limited liability company ("International GP LLC")
(iii) Advent International GPE VIII, LLC, a Delaware limited liability company ("International GPE VIII, LLC")
(iv) GPE VIII GP S.a.r.l., a Luxembourg Societe a responsabilite limitee ("GP Sarl")
(v) GPE VIII GP Limited Partnership, a Cayman Islands limited partnership ("VIII GP LP")
(vi) AP GPE VIII GP Limited Partnership, a Delaware limited partnership ("AP GP") |
| (b) | Address or principal business office or, if none, residence:
Prudential Tower, 800 Boylston Street, Suite 3300
Boston, Massachusetts 02199-8069. |
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share |
| (e) | CUSIP No.:
33748L101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
The reported securities are directly held by the following:
* GP Sarl is the general partner of Advent International GPE VIII Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-B-1 Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-B-2 Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-B-3 Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-B Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-C Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-D Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-F Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-H Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-I Limited Partnership, a Delaware limited partnership; and Advent International GPE VIII-J Limited Partnership, a Delaware limited partnership (collectively, the "Advent VIII Luxembourg Funds");
* VIII GP LP is the general partner of Advent International GPE VIII-A Limited Partnership, a Cayman Islands limited partnership; Advent International GPE VIII-E Limited Partnership, a Cayman Islands limited partnership; Advent International GPE VIII-G Limited Partnership, a Cayman Islands limited partnership; Advent International GPE VIII-K Limited Partnership, a Cayman Islands limited partnership; and Advent International GPE VIII-L Limited Partnership, a Cayman Islands limited partnership (collectively, the "Advent VIII Cayman Funds"); and
* AP GP is the general partner of Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership; Advent Partners GPE VIII Cayman Limited Partnership, a Cayman Islands limited partnership; Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership; Advent Partners GPE VIII-A Cayman Limited Partnership, a Cayman Islands limited partnership; and Advent Partners GPE VIII-B Cayman Limited Partnership, a Cayman Islands limited partnership (collectively, the "Advent VIII Partners Funds").
International GP LLC is the general partner of International LP, and International LP is the manager of International GPE VIII, LLC. Each of International LP and International GP LLC may be deemed to have voting and dispositive power over the shares directly held by the Advent VIII Luxembourg Funds, the Advent VIII Cayman Funds and the Advent VIII Partners Funds. International GPE VIII, LLC is the manager of GP Sarl and the general partner of each of VIII GP LP and AP GP.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this statement, and such beneficial ownership is expressly disclaimed by the Reporting Persons. |
| (b) | Percent of class:
See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
|
| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)