4//SEC Filing
Whitwell Peter 4
Accession 0000899243-20-008908
CIK 0001617977other
Filed
Mar 17, 8:00 PM ET
Accepted
Mar 18, 5:49 PM ET
Size
21.9 KB
Accession
0000899243-20-008908
Insider Transaction Report
Form 4
Whitwell Peter
Chief Quality Officer
Transactions
- Disposition to Issuer
Class B Common Stock
2020-03-18−38,431→ 0 total - Disposition to Issuer
Common Membership Interests
2020-03-18−38,431→ 0 total→ Class A Common Stock (38,431 underlying) - Disposition to Issuer
Nonstatutory Stock Option (right to buy)
2020-03-18−20,000→ 0 totalExercise: $9.10Exp: 2018-04-16→ Class A Common Stock (20,000 underlying) - Disposition to Issuer
Nonstatutory Stock Option (right to buy)
2020-03-18−27,860→ 0 totalExercise: $15.90Exp: 2027-03-22→ Class A Common Stock (27,860 underlying) - Disposition to Issuer
Nonstatutory Stock Option (right to buy)
2020-03-18−15,000→ 0 totalExercise: $10.10Exp: 2029-04-23→ Class A Common Stock (15,000 underlying) - Disposition to Issuer
Nonstatutory Stock Option (right to buy)
2020-03-18−17,700→ 0 totalExercise: $18.96Exp: 2026-03-21→ Class A Common Stock (17,700 underlying) - Disposition to Issuer
Nonstatutory Stock Option (right to buy)
2020-03-18−6,005→ 0 totalExercise: $32.32Exp: 2025-04-20→ Class A Common Stock (6,005 underlying) - Disposition to Issuer
Class A Common Stock
2020-03-18−25,087→ 0 total
Footnotes (5)
- [F1]Represents shares of Class A Common Stock owned by the Reporting Person and shares of Class A Common Stock underlying restricted stock units of the Issuer ("RSUs") acquired by the Reporting Person.
- [F2]Disposed of pursuant to the Agreement and Plan of Merger dated as of January 5, 2020 by and among the Issuer, YUM! Brands, Inc. and YEB Newco Inc. (the "Merger Agreement"), pursuant to which YEB Newco Inc. merged with and into the Issuer (the "Merger"), effective March 18, 2020 (the "Effective Time"). Pursuant to the Merger Agreement, each Share of Class A Common Stock that was (i) issued and outstanding immediately prior to the Effective Time or (ii) resulting from the exchange of units of Habit Restaurants, LLC ("LLC Unit") was cancelled for consideration of $14.00 per share in cash (subject to any withholding taxes required by applicable law).
- [F3](Continued from footnote 2) Each RSU that was outstanding immediately prior to the Effective Time was cancelled and the holder of the cancelled RSU was entitled to receive an amount in cash, without interest, equal to the product of the total number of shares subject to such RSU immediately prior to the Effective Time multiplied by the merger consideration of $14.00 (less any applicable withholding or other taxes, or other amounts required to be withheld).
- [F4]Pursuant to the Merger Agreement, at the Effective Time of the Merger each LLC Unit not held by the Company or one of its subsidiaries, whether vested or unvested, together with one share of Class B Common Stock was exchanged for one share of Class A Common Stock and subsequently disposed of pursuant to the Merger Agreement, as described in footnote (2) above.
- [F5]Pursuant to the Merger Agreement, each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was less than $14.00 was cancelled and converted into the right to receive an amount in cash, without interest, equal to the total number of shares of Common Stock subject thereto multiplied by the excess, if any, of $14.00 over the applicable option exercise price per share as of the Effective Time. Each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was equal to or greater than $14.00 was cancelled for no consideration.
Documents
Issuer
Habit Restaurants, Inc.
CIK 0001617977
Entity typeother
Related Parties
1- filerCIK 0001624588
Filing Metadata
- Form type
- 4
- Filed
- Mar 17, 8:00 PM ET
- Accepted
- Mar 18, 5:49 PM ET
- Size
- 21.9 KB