SEC Filing | First Watch Restaurant Group, Inc

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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^*

Paresky David

(Last)

(First)

(Middle)

PRUDENTIAL TOWER, 800 BOYLSTON STREET

SUITE 3300

(Street)

BOSTON

02199-8069

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/05/2023

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
Common Stock	41,564,784	I	See notes⁽¹⁾⁽²⁾⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

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).

Remarks:

Exhibit 99.1 (Footnotes to Form 3) is incorporated by reference.

	/s/ David Paresky	04/10/2023
	** 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.

                              Footnotes to Form 3

(1) Advent International Corporation ("Advent") manages funds that collectively
    own 41,564,784 shares of common stock of the Issuer, which are represented
    as follows: (i) 2,491,060 shares of common stock held by Advent
    International GPE VIII Limited Partnership; (ii) 2,703,830 shares of common
    stock held by Advent International GPE VIII-B-1 Limited Partnership; (iii)
    2,016,017 shares of common stock held by Advent International GPE VIII-B-2
    Limited Partnership; (iv) 3,148,034 shares of common stock held by Advent
    International GPE VIII-B-3 Limited Partnership; (v) 7,597,957 shares of
    common stock held by Advent International GPE VIII-B Limited Partnership;
    (vi) 1,241,000 shares of common stock held by Advent International GPE VIII-
    C Limited Partnership; (vii) 1,061,357 shares of common stock held by Advent
    International GPE VIII-D Limited Partnership; (viii) 314,520 shares of
    common stock held by Advent International GPE VIII-F Limited Partnership;
    (ix) 2,786,461 shares of common stock held by Advent International GPE VIII-
    H Limited Partnership; (x) 2,591,066 shares of common stock held by Advent
    International GPE VIII-I Limited Partnership; (xi) 2,546,259 shares of
    common stock held by Advent International GPE VIII-J Limited Partnership
    (the funds set forth in the foregoing clauses (i)-(xi), the "Advent VIII
    Luxembourg Funds"); (xii) 5,843,136 shares of common stock held by Advent
    International GPE VIII-A Limited Partnership; (xiii) 1,181,978 shares of
    common stock held by Advent International GPE VIII-E Limited Partnership;
    (xiv) 2,004,711 shares of common stock held by Advent International GPE
    VIII-G Limited Partnership; (xv) 1,194,738 shares of common stock held by
    Advent International GPE VIII-K Limited Partnership; (xvi) 1,085,797 shares
    of common stock held by Advent International GPE VIII-L Limited Partnership
    (the funds set forth in the foregoing clauses (xii)-(xvi), the "Advent VIII
    Cayman Funds"); (xvii) 91,942 shares of common stock held by Advent Partners
    GPE VIII Limited Partnership; (xviii) 573,012 shares of common stock held by
    Advent Partners GPE VIII Cayman Limited Partnership; (xix) 110,480 shares of
    common stock held by Advent Partners GPE VIII-A Limited Partnership; (xx)
    76,438 shares of common stock held by Advent Partners GPE VIII-A Cayman
    Limited Partnership; and (xxi) 904,991 shares of common stock held 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").
(2) GPE VIII GP S.a.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.a.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.
(3) The Reporting Person is a Principal 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 his 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.