SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Chang Jae

(Last)

(First)

(Middle)

11480 SOUTH STREET, SUITE 205

(Street)

CERRITOS

90703

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2023

3. Issuer Name and Ticker or Trading Symbol
GEN Restaurant Group, Inc. [ GENK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/27/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	2,772,151	D
Class B Common Stock	2,095,495	I	See footnote.⁽¹⁾
Class B Common Stock	2,849,474	I	See footnote.⁽²⁾
Class B Common Stock	1,533,575	I	See footnote.⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,772,151	⁽⁴⁾	D
Class B Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,095,495	⁽⁴⁾	I	See footnote.⁽¹⁾
Class B Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,849,474	⁽⁴⁾	I	See footnote.⁽²⁾
Class B Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,533,575	⁽⁴⁾	I	See footnote.⁽³⁾

Explanation of Responses:

1. The securities reported on this row are held by Juhee Han, Mr. Chang's spouse.

2. The securities reported on this row are held by JC Holding Group, LLC. Mr. Chang is the ultimate control person of JC Holding Group, LLC, and an indirect beneficial owner of these shares. Mr. Chang disclaims beneficial ownership of these shares except to the extent of his pecuniary interst therein.

3. The securities reported on this row are held by JC Group International Holding Inc. Mr. Chang is the ultimate control person of JC Group International Holding Inc., and an indirect beneficial owner of these shares. Mr. Chang disclaims beneficial ownership of these shares except to the extent of his pecuniary interst therein.

4. The Class B Units of GEN Restaurant Companies, LLC are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock will be automatically cancelled.

Remarks:

This Form 3 amendment is being filed to correct an error in the recorded holdings of Mr. Chang and certain affiliates, and to correct the inadvertent omission of certain entities affiliated with Mr. Chang on the Form 3.

	/s/ Thomas Croal, attorney-in-fact	07/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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