SC 13D/A 1 d660058dsc13da.htm SC 13D/A SC 13D/A




Washington, D.C. 20549




Under the Securities Exchange Act of 1934

(Amendment No. 5)



Fiesta Restaurant Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)


(CUSIP Number)

Roland T. Kelly

11100 Santa Monica Boulevard, 11th Floor

Los Angeles, CA 90025

Tel: (310) 914-1373

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 8, 2018

(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐




CUSIP No. 31660B101



Name of Reporting Person


Jefferies Financial Group Inc., on behalf of itself and its controlled subsidiaries





Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐



SEC Use Only



Source of Funds (see instructions)





Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐



Citizenship or Place of Organization


New York


Number of



Owned by







Sole Voting Power





Shared Voting Power





Sole Dispositive Power





Shared Dispositive Power





Aggregate Amount Beneficially Owned by Each Reporting Person





Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐



Percent of Class Represented by Amount in Row (11)





Type of Reporting Person (See Instructions)




This Amendment No. 5 amends the Statement on Schedule 13D first filed by Leucadia National Corporation (“Leucadia”) on behalf of itself and its controlled subsidiaries (the “Reporting Person”) with the Securities and Exchange Commission on June 19, 2017, as amended by Amendment No. 1 filed on August 18, 2017, Amendment No. 2 filed on August 31, 2017, Amendment No. 3 filed on September 11, 2017 and Amendment No. 4 filed on March 1, 2018 relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of Fiesta Restaurant Group, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 14800 Landmark Boulevard, Suite 500, Dallas, Texas 75254. Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the Schedule 13D. Leucadia changed its name and is now known as Jefferies Financial Group Inc.

Item 3. Source and Amount of Funds or Other Consideration.

On November 8, 2018, the Reporting Person purchased an aggregate of 262,710 shares of Common Stock. The securities were acquired by the Reporting Person using cash from working capital in the amount of approximately $5.1 million.

Item 4. Purpose of Transaction.

The Reporting Person purchased the Common Stock reported herein for investment purposes. The Reporting Person intends to purchase additional shares of Common Stock from time to time, if, at such time, the terms of such investment are favorable to the Reporting Person and the Reporting Person deems the investment to be prudent.

Other than described above, the Reporting Person does not have any plans or proposals of the type referred to in Items 4(a) through (j) of Schedule 13D. The Reporting Person, however, retains the right to change its intent and to pursue any transaction contemplated in Items 4(a) through (j) of Schedule 13D and, to the extent the Reporting Person’s affiliates operate as broker-dealers, they retain the right to pursue a role as a financial advisor, underwriter or placement agent with respect to any such transaction involving the Issuer and its affiliates.

Item 5. Interest in Securities of the Issuer.

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote: 3,533,288

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 3,533,288

Shared power to dispose or to direct the disposition of: 0

During the past sixty days, the Reporting Person engaged in the following open market purchases of Common Stock:



On November 8, 2018, the Reporting Person purchased an aggregate of 262,710 shares of Common Stock at a weighted average price per share of $19.3311.

Brian P. Friedman is the President and a director of Jefferies. Mr. Friedman has also been a director of the Issuer since April 2011. Mr. Friedman beneficially owns an aggregate of 68,510 shares of Common Stock representing less than approximately 0.3% of the Issuer’s outstanding shares. Mr. Friedman’s beneficial ownership includes 39,842 shares of Common Stock held directly and 28,668 shares of Common Stock held indirectly through a partnership.

Except as set forth in this Item 5, no person other than each respective record owner of the securities referred to herein is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: November 9, 2018     Jefferies Financial Group Inc.
    By:   /s/     Roland T. Kelly
        Roland T. Kelly
        Associate General Counsel