0001140361-24-002448.txt : 20240117
0001140361-24-002448.hdr.sgml : 20240117
20240117093212
ACCESSION NUMBER: 0001140361-24-002448
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240112
FILED AS OF DATE: 20240117
DATE AS OF CHANGE: 20240117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Perelman Matthew Terker
CENTRAL INDEX KEY: 0001771891
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33174
FILM NUMBER: 24536944
MAIL ADDRESS:
STREET 1: 853 BROADWAY, SUITE 2014
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CAMBRIDGE FRANCHISE PARTNERS, LLC
CENTRAL INDEX KEY: 0001737771
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33174
FILM NUMBER: 24536946
BUSINESS ADDRESS:
STREET 1: 208 N. GARNETT STREET
CITY: HENDERSON
STATE: NC
ZIP: 27536
BUSINESS PHONE: 917-734-2746
MAIL ADDRESS:
STREET 1: 853 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cambridge Franchise Holdings, LLC
CENTRAL INDEX KEY: 0001777553
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33174
FILM NUMBER: 24536945
BUSINESS ADDRESS:
STREET 1: 853 BROADWAY, SUITE 2014
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 9176852967
MAIL ADDRESS:
STREET 1: 853 BROADWAY, SUITE 2014
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sloane Alexander R
CENTRAL INDEX KEY: 0001771894
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33174
FILM NUMBER: 24536943
MAIL ADDRESS:
STREET 1: 853 BROADWAY, SUITE 2014
CITY: NEW YORK
STATE: NY
ZIP: 10003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CARROLS RESTAURANT GROUP, INC.
CENTRAL INDEX KEY: 0000809248
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 161287774
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 968 JAMES STREET
CITY: SYRACUSE
STATE: NY
ZIP: 13203
BUSINESS PHONE: 315-424-0513
MAIL ADDRESS:
STREET 1: 968 JAMES STREET
CITY: SYRACUSE
STATE: NY
ZIP: 13203
FORMER COMPANY:
FORMER CONFORMED NAME: CARROLS HOLDINGS CORP
DATE OF NAME CHANGE: 19870113
4
1
form4.xml
FORM 4
X0508
4
2024-01-12
0000809248
CARROLS RESTAURANT GROUP, INC.
TAST
0001737771
CAMBRIDGE FRANCHISE PARTNERS, LLC
853 BROADWAY, SUITE 1605
NEW YORK
NY
10003
true
0001777553
Cambridge Franchise Holdings, LLC
853 BROADWAY, SUITE 1605
NEW YORK
NY
10003
true
0001771891
Perelman Matthew Terker
853 BROADWAY, SUITE 1605
NEW YORK
NY
10003
true
true
0001771894
Sloane Alexander R
853 BROADWAY, SUITE 1605
NEW YORK
NY
10003
true
true
true
Common Stock, par value $0.01 per share
2024-01-12
4
S
0
2005309
D
10442310
I
See Footnotes
Common Stock, par value $0.01 per share
283234
D
Common Stock, par value $0.01 per share
152284
D
On September 14, 2023, Cambridge Franchise Holdings, LLC ("CFH") entered into a master forward confirmation with an unaffiliated third party broker-dealer (in its capacity as buyer for the forward sale transactions, the "Forward Purchaser," and each such forward sale transaction, a "Forward" and collectively, the "Forwards"), with respect to Forwards (A) intended to comply with Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (B) covering up to the lesser of (i) 3,285,622 shares of common stock, par value $0.01 per share, (the "Forward Shares") of Carrols Restaurant Group, Inc. (the "Issuer"), and (ii) the maximum number of Forward Shares permitted to be sold under Rule 144 of the Securities Act of 1933, as amended.
(continued from Footnote 1) January 12, 2024, was the final day of the execution period with respect to the Forwards, and, on the settlement date, CFH will deliver to the Forward Purchaser 2,005,309 Forward Shares and receive from the Forward Purchaser a cash payment of $15,037,611.66, or approximately $7.4989 per Forward Share. Of the 3,285,622 maximum number of Forward Shares which could have been sold under these Forwards, 2,005,309 were sold and 1,280,313 remain unsold as of January 12, 2024. Such cash payment was based on a price per Forward Share equal to the product of (i) 100% minus the commission paid to the Forward Purchaser and (ii) a price per Forward Share equal to a weighted-average of the daily volume-weighted average prices during the term of the Forward, such weighting with respect to each trading day during the term of the Forward based on the number of Forward Shares for such trading day.
Matthew Perelman and Alexander Sloane are the managing principals of Cambridge Franchise Partners, LLC ("CFP"), which is the sole member and manager of CFH. Accordingly, each of Matthew Perelman, Alexander Sloane and CFP may be deemed to beneficially own the securities of the Issuer held by CFH. The filing of this statement on Form 4 shall not be deemed an admission that any of the reporting persons beneficially owns any securities of the Issuer not owned directly by such reporting person, and each reporting person disclaims any beneficial ownership of any securities of the Issuer, for purposes of Section 16 of the Exchange Act, or otherwise, except to the extent of such reporting person's pecuniary interest therein. The reporting persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act.
(continued from Footnote 3) The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group.
Matthew Perelman is the beneficial and record owner of these shares of common stock of the Issuer.
Alexander Sloane is the beneficial and record owner of these shares of common stock of the Issuer.
CAMBRIDGE FRANCHISE PARTNERS, LLC By: /s/ Matthew Perelman, Co-President
2024-01-17
CAMBRIDGE FRANCHISE HOLDINGS, LLC By: /s/ Matthew Perelman, Co-President
2024-01-17
MATTHEW TERKER PERELMAN /s/ Matthew Terker Perelman
2024-01-17
ALEXANDER R SLOANE /s/ Alexander R Sloane
2024-01-17