| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
First Watch Restaurant Group, Inc. [ FWRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/19/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/19/2022 | S(1) | 4,500,000(2) | D | $14.8025(1) | 42,239,784(3) | I | See Notes(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. See Exhibit 99.1 for text of footnote (1). |
| 2. See Exhibit 99.1 for text of footnote (2). |
| 3. See Exhibit 99.1 for text of footnote (3). |
| 4. See Exhibit 99.1 for text of footnote (4). |
| 5. See Exhibit 99.1 for text of footnote (5). |
| Remarks: |
| Exhibit 99.1 (Footnotes to Form 4) is incorporated by reference. |
| /s/ Tricia Glynn | 09/21/2022 | |
| ** 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 4 (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. | ||
Exhibit 99.1
Footnotes to Form 4
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(1)
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The shares of common stock were sold in connection with a public offering of the common stock of the Issuer pursuant to the prospectus dated September 14, 2022, and
accompanying registration statement on Form S-1 (File No. 333-267384). The shares were sold at a price per share equal to the public offering price, net of underwriting discounts and commissions.
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(2)
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Represents shares of common stock sold by the following entities: (i) 269,694 shares of common stock sold by Advent International GPE VIII Limited Partnership; (ii) 292,730 shares of
common stock sold by Advent International GPE VIII-B-1 Limited Partnership; (iii) 218,263 shares of common stock sold by Advent International GPE VIII-B-2 Limited Partnership; (iv) 340,821 shares of common stock sold by Advent
International GPE VIII-B-3 Limited Partnership; (v) 822,589 shares of common stock sold by Advent International GPE VIII-B Limited Partnership; (vi) 134,357 shares of common stock sold by Advent International GPE VIII-C Limited
Partnership; (vii) 114,908 shares of common stock sold by Advent International GPE VIII-D Limited Partnership; (viii) 34,052 shares of common stock sold by Advent International GPE VIII-F Limited Partnership; (ix) 301,676 shares of common
stock sold by Advent International GPE VIII-H Limited Partnership; (x) 280,521 shares of common stock sold by Advent International GPE VIII-I Limited Partnership; (xi) 275,670 shares of common stock sold by Advent International GPE VIII-J
Limited Partnership (the funds set forth in the foregoing clauses (i)-(xi), the “Advent VIII Luxembourg Funds”); (xii) 632,604 shares of common stock sold by Advent International GPE VIII-A Limited Partnership; (xiii) 127,967 shares of
common stock sold by Advent International GPE VIII-E Limited Partnership; (xiv) 217,040 shares of common stock sold by Advent International GPE VIII-G Limited Partnership; (xv) 129,348 shares of common stock sold by Advent International
GPE VIII-K Limited Partnership; (xvi) 117,554 shares of common stock sold by Advent International GPE VIII-L Limited Partnership (the funds set forth in the foregoing clauses (xii)-(xvi), the “Advent VIII Cayman Funds”); (xvii) 9,954
shares of common stock sold by Advent Partners GPE VIII Limited Partnership; (xviii) 62,037 shares of common stock sold by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 11,961 shares of common stock sold by Advent Partners
GPE VIII-A Limited Partnership; (xx) 8,276 shares of common stock sold by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 97,978 shares of common stock sold by Advent Partners GPE VIII-B Cayman Limited Partnership (the
funds set forth in the foregoing clauses (xvii)-(xxi), the “Advent VIII Partners Funds” and together with the Advent VIII Luxembourg Funds and the Advent VIII Cayman Funds, the “Advent VIII Funds”).
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(3)
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Following the reported transactions, Advent International Corporation (“Advent”) manages funds that collectively own 42,239,784 shares of common stock of the Issuer, which are represented
as follows: (i) 2,531,514 shares of common stock held by Advent International GPE VIII Limited Partnership; (ii) 2,747,739 shares of common stock held by Advent International GPE VIII-B-1 Limited Partnership; (iii) 2,048,757 shares of
common stock held by Advent International GPE VIII-B-2 Limited Partnership; (iv) 3,199,157 shares of common stock held by Advent International GPE VIII-B-3 Limited Partnership; (v) 7,721,347 shares of common stock held by Advent
International GPE VIII-B Limited Partnership; (vi) 1,261,153 shares of common stock held by Advent International GPE VIII-C Limited Partnership; (vii) 1,078,593 shares of common stock held by Advent International GPE VIII-D Limited
Partnership; (viii) 319,628 shares of common stock held by Advent International GPE VIII-F Limited Partnership; (ix) 2,831,712 shares of common stock held by Advent International GPE VIII-H Limited Partnership; (x) 2,633,144 shares of
common stock held by Advent International GPE VIII-I Limited Partnership; (xi) 2,587,609 shares of common stock held by Advent International GPE VIII-J Limited Partnership; (xii) 5,938,027 shares of common stock held by Advent
International GPE VIII-A Limited Partnership; (xiii) 1,201,173 shares of common stock held by Advent International GPE VIII-E Limited Partnership; (xiv) 2,037,267 shares of common stock held by Advent International GPE VIII-G Limited
Partnership; (xv) 1,214,140 shares of common stock held by Advent International GPE VIII-K Limited Partnership; (xvi) 1,103,430 shares of common stock held by Advent International GPE VIII-L Limited Partnership; (xvii) 93,435 shares of
common stock held by Advent Partners GPE VIII Limited Partnership; (xviii) 582,318 shares of common stock held by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 112,274 shares of common stock held by Advent Partners GPE VIII-A
Limited Partnership; (xx) 77,679 shares of common stock held by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 919,688 shares of common stock held by Advent Partners GPE VIII-B Cayman Limited Partnership.
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(4)
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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 Funds.
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(5)
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The Reporting Person is a Managing Director of Advent and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person
disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial
ownership of all the reported shares for purposes of Section 16 or any other purpose.
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