SEC FORM 3 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*
Middleton Calum Alasdair Johnstone

(Last) (First) (Middle)
C/O FIRST WATCH RESTAURANT GROUP, INC.
8725 PENDERY PLACE, SUITE 201

(Street)
BRADENTON FL 34201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2021
3. Issuer Name and Ticker or Trading Symbol
First Watch Restaurant Group, Inc. [ FWRG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Strategy Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 07/18/2028 Common stock 49,325(1) 8.45 D
Stock Option (right to buy) (2) 04/24/2029 Common stock 65,767(2) 12.68 D
Explanation of Responses:
1. Represents stock options awarded on July 18, 2018, pursuant to the Issuer's 2017 Omnibus Equity Incentive Plan (the "Plan"). Unvested stock options vest in installments as follows: (a) 5,919 options on each of July 18, 2022 and the first anniversary thereof; and (b) 6,576 options on the first anniversary of the closing of the Issuer's initial public offering (the "IPO"), and 6,577 options on each of the second anniversary of the closing of the IPO and on the 273rd day following the second anniversary of the closing of the IPO, subject to earlier forfeiture or acceleration.
2. Represents stock options awarded on April 24, 2019, pursuant to the Plan. Unvested stock options vest in installments as follows: (a) 7,892 options on each of April 24, 2022 and the first two anniversaries thereof; and (b) 8,768 options on the first anniversary of the closing of the IPO, and 8,769 options on each of the second anniversary of the closing of the IPO and on the 273rd day following the second anniversary of the closing of the IPO, subject to earlier forfeiture or acceleration.
Remarks:
Exhibit 24 - Power of Attorney, incorporated herein by reference
By: /s/ Jay Wolszczak, as attorney-in-fact 10/01/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints Jay Wolszczak and Christine Hermann of First Watch Restaurant Group,
Inc. (the "Company") or any of them signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

      1.    prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the U.S. Securities and Exchange Commission
            (the "SEC") a Form ID, including amendments thereto, and any other
            documents necessary or appropriate to obtain codes and passwords
            enabling the undersigned to make electronic filings with the SEC of
            reports required by Section 16(a) of the Securities Exchange Act of
            1934 or any rule or regulation of the SEC;

      2.    execute for and on behalf of the undersigned with respect to the
            Company, Schedules 13D and 13G and Forms 3, 4, and 5 in accordance
            with Sections 13 and 16(a) of the Securities Exchange Act of 1934
            and the rules thereunder;

      3.    do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any
            amendment or amendments thereto, and timely file such form with the
            SEC and any stock exchange or similar authority; and

      4.    take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming any of the undersigned's responsibilities to comply
with Sections 13 and 16 of the Securities Exchange Act of 1934.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 20th day of August, 2021.


                                        /s/ Calum Middleton
                                        --------------------------------------
                                        Name: Calum Middleton