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


SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*


First Watch Restaurant Group, Inc.
 (Name of Issuer)


COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)

33748L101
(CUSIP Number)

December 31, 2021
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


Rule 13d-1(b)


Rule 13d-1(c)


Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. 33748L101
SCHEDULE 13G
Page 2 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International Corporation
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
46,739,784
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
46,739,784
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
46,739,784
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
79.2% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 3 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International VIII, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
46,739,784
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
46,739,784
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
46,739,784
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
79.2% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 4 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
GPE VIII GP S.à.r.l.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Luxembourg
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
32,045,634
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
32,045,634
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
32,045,634
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
54.3% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 5 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,801,208
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,801,208
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,801,208
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.7% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 6 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-B-1 Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
3,040,469
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,040,469
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,040,469
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 7 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-B-2 Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,267,020
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,267,020
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,267,020
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
3.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 8 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-B-3 Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
3,539,978
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,539,978
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,539,978
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 9 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-B Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
8,543,936
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
8,543,936
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,543,936
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.5% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 10 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-C Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,395,510
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,395,510
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,395,510
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.4% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 11 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-D Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,193,501
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,193,501
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,193,501
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.0% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 12 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-F Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
353,680
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
353,680
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
353,680
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.6% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 13 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-H Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
3,133,388
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,133,388
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,133,388
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.3% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 14 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-I Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,913,665
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,913,665
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,913,665
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.9% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 15 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-J Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,863,279
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,863,279
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,863,279
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 16 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
GPE VIII GP Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
12,718,550
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
12,718,550
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
12,718,550
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
21.5% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 17 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-A Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
6,570,631
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
6,570,631
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,570,631
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 18 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-E Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,329,140
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,329,140
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,329,140
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.3% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 19 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-G Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,254,307
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,254,307
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,254,307
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
3.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 20 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-K Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,343,488
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,343,488
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,343,488
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.3% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 21 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-L Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,220,984
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,220,984
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,220,984
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 22 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
AP GPE VIII GP Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,975,600
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,975,600
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,975,600
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
3.3% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 23 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent Partners GPE VIII Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
103,389
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
103,389
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
103,389
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.2% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 24 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent Partners GPE VIII Cayman Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
644,355
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
644,355
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
644,355
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 25 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent Partners GPE VIII-A Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
124,235
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
124,235
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
124,235
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.2% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 26 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent Partners GPE VIII-A Cayman Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
85,955
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
85,955
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
85,955
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 27 of 37 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent Partners GPE VIII-B Cayman Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,017,666
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,017,666
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,017,666
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.7% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
The percent of class was calculated based on 59,048,446 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.


CUSIP No. 33748L101
SCHEDULE 13G
Page 28 of 37 Pages
Item 1.
Issuer


(a)
Name of Issuer:

First Watch Restaurant Group, Inc. (the “Issuer”)


(b)
Address of Issuer’s Principal Executive Offices:

8725 Pendery Place, Suite 201
Bradenton, FL 34201

Item 2.
Filing Person


(a) – (c)
Name of Persons Filing; Address; Citizenship:

  (i)
Advent International Corporation, a Delaware corporation;
  (ii)
Advent International GPE VIII, LLC, a Delaware limited liability company;
  (iii)
GPE VIII GP S.à.r.l., a Luxembourg Société à responsabilité limitée;
  (iv)
Advent International GPE VIII Limited Partnership, a Delaware limited partnership;
  (v)
Advent International GPE VIII-B-1 Limited Partnership, a Delaware limited partnership;
  (vi)
Advent International GPE VIII-B-2 Limited Partnership, a Delaware limited partnership;
  (vii)
Advent International GPE VIII-B-3 Limited Partnership, a Delaware limited partnership;
  (viii)
Advent International GPE VIII-B Limited Partnership, a Delaware limited partnership;
  (ix)
Advent International GPE VIII-C Limited Partnership, a Delaware limited partnership;
  (x)
Advent International GPE VIII-D Limited Partnership, a Delaware limited partnership;
  (xi)
Advent International GPE VIII-F Limited Partnership, a Delaware limited partnership;
  (xii)
Advent International GPE VIII-H Limited Partnership, a Delaware limited partnership;
  (xiii)
Advent International GPE VIII-I Limited Partnership, a Delaware limited partnership;
  (xiv)
Advent International GPE VIII-J Limited Partnership, a Delaware limited partnership (the funds set forth in the foregoing clauses (iv)-(xiv), the “Advent VIII Luxembourg Funds”);
  (xv)
GPE VIII GP Limited Partnership, a Cayman Islands limited partnership;
  (xvi)
Advent International GPE VIII-A Limited Partnership, a Cayman Islands limited partnership;
  (xvii)
Advent International GPE VIII-E Limited Partnership, a Cayman Islands limited partnership;
  (xviii)
Advent International GPE VIII-G Limited Partnership, a Cayman Islands limited partnership;
  (xix)
Advent International GPE VIII-K Limited Partnership, a Cayman Islands limited partnership;
  (xx)
Advent International GPE VIII-L Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xvi)-(xx), the “Advent VIII Cayman Funds”);
  (xxi)
AP GPE VIII GP Limited Partnership, a Delaware limited partnership;
  (xxii)
Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership;
  (xxiii)
Advent Partners GPE VIII Cayman Limited Partnership, a Cayman Islands limited partnership;
  (xxiv)
Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership;
  (xxv)
Advent Partners GPE VIII-A Cayman Limited Partnership, a Cayman Islands limited partnership;
  (xxvi)
Advent Partners GPE VIII-B Cayman Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xxii)-(xxvi), the “Advent VIII Partners Funds” and together with the Advent VIII Luxembourg Funds and the Advent VIII Cayman Funds, the “Advent VIII Funds”).

GPE VIII GP S.à.r.l. is the general partner of the Advent VIII Luxembourg Funds. GPE VIII GP Limited Partnership is the general partner of the Advent VIII Cayman Funds. AP GPE VIII GP Limited Partnership is the general partner of the Advent VIII Partners Funds. Advent International GPE VIII, LLC is the manager of GPE VIII GP S.à.r.l. and the general partner of each of GPE VIII GP Limited Partnership and AP GPE VIII GP Limited Partnership.

Advent is the manager of Advent International GPE VIII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VIII Luxembourg Funds, the Advent VIII Cayman Funds and the Advent VIII Partners Funds.

The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.  
 

CUSIP No. 33748L101
SCHEDULE 13G
Page 29 of 37 Pages

(d)
Title of Class of Securities:

Common Stock, $0.01 par value per share ( “Common Stock”)


(e)
CUSIP Number:

33748L101

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.
Ownership.


(a) -- (c)
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

   
Number of
Shares
Beneficially
Owned
   
Sole Voting
Power
   
Shared
Voting
Power
   
Sole
Dispositive
Power
   
Shared
Dispositive
Power
   
Percentage
of
Common
Stock
Outstanding
 
Advent International Corporation
   
46,739,784
     
46,739,784
     
     
46,739,784
     
     
79.2
%
Advent International GPE VIII, LLC
   
46,739,784
     
46,739,784
     
     
46,739,784
     
     
79.2
%
GPE VIII GP S.à.r.l.
   
32,045,634
     
32,045,634
     
     
32,045,634
     
     
54.3
%
Advent International GPE VIII Limited Partnership
   
2,801,208
     
2,801,208
     
     
2,801,208
     
     
4.7
%
Advent International GPE VIII-B-1 Limited Partnership
   
3,040,469
     
3,040,469
     
     
3,040,469
     
     
5.1
%
Advent International GPE VIII-B-2 Limited Partnership
   
2,267,020
     
2,267,020
     
     
2,267,020
     
     
3.8
%
Advent International GPE VIII-B-3 Limited Partnership
   
3,539,978
     
3,539,978
     
     
3,539,978
     
     
6.0
%
Advent International GPE VIII-B Limited Partnership
   
8,543,936
     
8,543,936
     
     
8,543,936
     
     
14.5
%
Advent International GPE VIII-C Limited Partnership
   
1,395,510
     
1,395,510
     
     
1,395,510
     
     
2.4
%


CUSIP No. 33748L101
SCHEDULE 13G
Page 30 of 37 Pages
Advent International GPE VIII-D Limited Partnership
   
1,193,501
     
1,193,501
     
     
1,193,501
     
     
2.0
%
Advent International GPE VIII-F Limited Partnership
   
353,680
     
353,680
     
     
353,680
     
     
0.6
%
Advent International GPE VIII-H Limited Partnership
   
3,133,388
     
3,133,388
     
     
3,133,388
     
     
5.3
%
Advent International GPE VIII-I Limited Partnership
   
2,913,665
     
2,913,665
     
     
2,913,665
     
     
4.9
%
Advent International GPE VIII-J Limited Partnership
   
2,863,279
     
2,863,279
     
     
2,863,279
     
     
4.8
%
GPE VIII GP Limited Partnership
   
12,718,550
     
12,718,550
     
     
12,718,550
     
     
21.5
%
Advent International GPE VIII-A Limited Partnership
   
6,570,631
     
6,570,631
     
     
6,570,631
     
     
11.1
%
Advent International GPE VIII-E Limited Partnership
   
1,329,140
     
1,329,140
     
     
1,329,140
     
     
2.3
%
Advent International GPE VIII-G Limited Partnership
   
2,254,307
     
2,254,307
     
     
2,254,307
     
     
3.8
%
Advent International GPE VIII-K Limited Partnership
   
1,343,488
     
1,343,488
     
     
1,343,488
     
     
2.3
%
Advent International GPE VIII-L Limited Partnership
   
1,220,984
     
1,220,984
     
     
1,220,984
     
     
2.1
%
AP GPE VIII GP Limited Partnership
   
1,975,600
     
1,975,600
     
     
1,975,600
     
     
3.3
%
Advent Partners GPE VIII Limited Partnership
   
103,389
     
103,389
     
     
103,389
     
     
0.2
%
Advent Partners GPE VIII Cayman Limited Partnership
   
644,355
     
644,355
     
     
644,355
     
     
1.1
%
Advent Partners GPE VIII-A Limited Partnership
   
124,235
     
124,235
     
     
124,235
     
     
0.2
%
Advent Partners GPE VIII-A Cayman Limited Partnership
   
85,955
     
85,955
     
     
85,955
     
     
0.1
%
Advent Partners GPE VIII-B Cayman Limited Partnership
   
1,017,666
     
1,017,666
     
     
1,017,666
     
     
1.7
%

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. 


CUSIP No. 33748L101
SCHEDULE 13G
Page 31 of 37 Pages
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not applicable.

Item 8.
Identification and Classification of Members of the Group.

The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1)..

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certification.

Not applicable.


CUSIP No. 33748L101
SCHEDULE 13G
Page 32 of 37 Pages
SIGNATURE
 
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.

Date: February 14, 2022
ADVENT INTERNATIONAL CORPORATION



/s/ Neil Crawford

Name:
Neil Crawford

Title:
Director, Fund Administration

Date: February 14, 2022
ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP



By: GPE VIII GP S.A.R.L., GENERAL PARTNER

By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER



/s/ Justin Nuccio

Name: Justin Nuccio

Title: Manager



By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration


CUSIP No. 33748L101
SCHEDULE 13G
Page 33 of 37 Pages
Date: February 14, 2022
ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP



By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration

Date: February 14, 2022
ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP



By: ADVENT GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration


CUSIP No. 33748L101
SCHEDULE 13G
Page 34 of 37 Pages
Date: February 14, 2022
GPE VIII GP S.A.R.L.



By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER



/s/ Justin Nuccio

Name: Justin Nuccio

Title: Manager

 

By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration


Date: February 14, 2022
GPE VIII GP LIMITED PARTNERSHIP



By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration

AP GPE VIII GP LIMITED PARTNERSHIP



By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration


Date: February 14, 2022
ADVENT INTERNATIONAL GPE VIII, LLC



By: ADVENT INTERNATIONAL CORPORATION, MANAGER
   

/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration




CUSIP No. 33748L101
SCHEDULE 13G
Page 35 of 37 Pages

EXHIBIT 99.1
JOINT FILING AGREEMENT
 
Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Date: February 14, 2022
ADVENT INTERNATIONAL CORPORATION



/s/ Neil Crawford

Name:
Neil Crawford

Title:
Director, Fund Administration


Date: February 14, 2022
ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP



By: GPE VIII GP S.A.R.L., GENERAL PARTNER

By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER



/s/ Justin Nuccio

Name: Justin Nuccio

Title: Manager


CUSIP No. 33748L101
SCHEDULE 13G
Page 36 of 37 Pages


By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration


Date: February 14, 2022
ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP
 

By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration

Date: February 14, 2022
ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP
 
ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP
 
ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP
 
ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP
 
ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP
   
 
By: ADVENT GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER
 
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
 
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
 
 
/s/ Neil Crawford
 
Name: Neil Crawford
 
Title: Director, Fund Administration


CUSIP No. 33748L101
SCHEDULE 13G
Page 37 of 37 Pages

Date: February 14, 2022
GPE VIII GP S.A.R.L.



By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER



/s/ Justin Nuccio

Name: Justin Nuccio

Title: Manager



By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration

 
Date: February 14, 2022
GPE VIII GP LIMITED PARTNERSHIP

 

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration
   

AP GPE VIII GP LIMITED PARTNERSHIP



By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration


Date: February 14, 2022
ADVENT INTERNATIONAL GPE VIII, LLC



By: ADVENT INTERNATIONAL CORPORATION, MANAGER
   

/s/ Neil Crawford

Name: Neil Crawford

Title: Director, Fund Administration