SEC Filing | First Watch Restaurant Group, Inc

NAMES OF REPORTING PERSONS

Advent International Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

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SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

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, 2022

(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 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 3 of 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 4 of 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 5 of 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 6 of 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 7 of 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 8 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 9 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 10 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 11 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 12 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 13 of 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 14 of 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 15 of 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 16 of 34 Pages


(1)		The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 17 of 34 Pages


(1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 18 of 34 Pages


(1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 19 of 34 Pages


(1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 20 of 34 Pages


(1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 21 of 34 Pages


(1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 22 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 23 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 24 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 25 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 26 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


CUSIP No. 33748L101		SCHEDULE 13G		Page 27 of 34 Pages

(1)	The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022.


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 34 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		41,564,784		41,564,784		—		41,564,784		—		70.2	%
Advent International GPE VIII, LLC		41,564,784		41,564,784		—		41,564,784		—		70.2	%
GPE VIII GP S.à.r.l.		28,497,561		28,497,561		—		28,497,561		—		48.1	%
Advent International GPE VIII Limited Partnership		2,491,060		2,491,060		—		2,491,060		—		4.2	%
Advent International GPE VIII-B-1 Limited Partnership		2,703,830		2,703,830		—		2,703,830		—		4.6	%
Advent International GPE VIII-B-2 Limited Partnership		2,016,017		2,016,017		—		2,016,017		—		3.4	%
Advent International GPE VIII-B-3 Limited Partnership		3,148,034		3,148,034		—		3,148,034		—		5.3	%
Advent International GPE VIII-B Limited Partnership		7,597,957		7,597,957		—		7,597,957		—		12.8	%
Advent International GPE VIII-C Limited Partnership		1,241,000		1,241,000		—		1,241,000		—		2.1	%
Advent International GPE VIII-D Limited Partnership		1,061,357		1,061,357		—		1,061,357		—		1.8	%


CUSIP No. 33748L101		SCHEDULE 13G		Page 30 of 34 Pages


Advent International GPE VIII-F Limited Partnership	314,520	314,520	—	314,520	—	0.5	%
Advent International GPE VIII-H Limited Partnership	2,786,461	2,786,461	—	2,786,461	—	4.7	%
Advent International GPE VIII-I Limited Partnership	2,591,066	2,591,066	—	2,591,066	—	4.4	%
Advent International GPE VIII-J Limited Partnership	2,546,259	2,546,259	—	2,546,259	—	4.3	%
GPE VIII GP Limited Partnership	11,310,360	11,310,360	—	11,310,360	—	19.1	%
Advent International GPE VIII-A Limited Partnership	5,843,136	5,843,136	—	5,843,136	—	9.9	%
Advent International GPE VIII-E Limited Partnership	1,181,978	1,181,978	—	1,181,978	—	2.0	%
Advent International GPE VIII-G Limited Partnership	2,004,711	2,004,711	—	2,004,711	—	3.4	%
Advent International GPE VIII-K Limited Partnership	1,194,738	1,194,738	—	1,194,738	—	2.0	%
Advent International GPE VIII-L Limited Partnership	1,085,797	1,085,797	—	1,085,797	—	1.8	%
AP GPE VIII GP Limited Partnership	1,756,863	1,756,863	—	1,756,863	—	3.0	%
Advent Partners GPE VIII Limited Partnership	91,942	91,942	—	91,942	—	0.2	%
Advent Partners GPE VIII Cayman Limited Partnership	573,012	573,012	—	573,012	—	1.0	%
Advent Partners GPE VIII-A Limited Partnership	110,480	110,480	—	110,480	—	0.2	%
Advent Partners GPE VIII-A Cayman Limited Partnership	76,438	76,438	—	76,438	—	0.1	%
Advent Partners GPE VIII-B Cayman Limited Partnership	904,991	904,991	—	904,991	—	1.5	%


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 34 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 34 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, 2023	ADVENT INTERNATIONAL CORPORATION

	/s/ Neil Crawford
	Name:	Neil Crawford
	Title:	Vice President of Finance

Date: February 14, 2023	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: Vice President of Finance


CUSIP No. 33748L101		SCHEDULE 13G		Page 33 of 34 Pages


Date: February 14, 2023				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: Vice President of Finance

Date: February 14, 2023				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: Vice President of Finance


CUSIP No. 33748L101		SCHEDULE 13G		Page 34 of 34 Pages



Date: February 14, 2023				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: Vice President of Finance

Date: February 14, 2023				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: Vice President of Finance

				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: Vice President of Finance

Date: February 14, 2023				ADVENT INTERNATIONAL GPE VIII, LLC

				By: ADVENT INTERNATIONAL CORPORATION, MANAGER

				/s/ Neil Crawford
				Name: Neil Crawford
				Title: Vice President of Finance