| 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) 05/18/2023 | ||||||||||||||||||||||||||
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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 | 05/18/2023 | S(1) | 4,025,000(2) | D | $15.47(1) | 37,539,784(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 | 05/22/2023 | |
| ** 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 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
(1) The shares of common stock were sold in
connection with a public offering of the common stock of the Issuer (including pursuant to the underwriters’ exercise of their over-allotment option) pursuant to the prospectus dated November 7, 2022, and accompanying registration statement on
Form S-3 (File No. 333-268197). The shares were sold at a price per share equal to the public offering price.
(2) Represents shares of common stock sold
by the following entities: (i) 241,226 shares of common stock sold by Advent International GPE VIII Limited Partnership; (ii) 261,830 shares
of common stock sold by Advent International GPE VIII-B-1 Limited Partnership; (iii) 195,225 shares of common stock sold by
Advent International GPE VIII-B-2 Limited Partnership; (iv) 304,845 shares of common stock sold by Advent International GPE VIII-B-3 Limited Partnership; (v) 735,764 shares
of common stock sold by Advent International GPE VIII-B Limited Partnership; (vi) 120,174 shares of common stock sold by Advent
International GPE VIII-C Limited Partnership; (vii) 102,778 shares of common stock sold by Advent International GPE VIII-D Limited Partnership; (viii) 30,457 shares of common stock
sold by Advent International GPE VIII-F Limited Partnership; (ix) 269,832 shares of common stock sold by Advent
International GPE VIII-H Limited Partnership; (x) 250,910 shares of common stock sold by Advent International GPE VIII-I Limited Partnership; (xi) 246,571 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) 565,831 shares of common
stock sold by Advent International GPE VIII-A Limited Partnership; (xiii) 114,459 shares of common stock sold by Advent
International GPE VIII-E Limited Partnership; (xiv) 194,130 shares of common stock sold by Advent International GPE VIII-G Limited Partnership; (xv) 115,695 shares of common stock sold by Advent International GPE VIII-K Limited Partnership; (xvi) 105,145 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) 8,903 shares of common stock sold by Advent
Partners GPE VIII Limited Partnership; (xviii) 55,489 shares of common stock sold by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 10,698 shares of common stock sold by Advent Partners GPE VIII-A Limited Partnership; (xx) 7,402 shares of common stock sold by Advent Partners GPE
VIII-A Cayman Limited Partnership; and (xxi) 87,636 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”).
Exhibit 99.1
(3) Following the reported transactions, Advent International Corporation (“Advent”) manages funds
that collectively own 37,539,784 shares of common stock of the Issuer, which are represented as follows: (i) 2,249,834 shares of common stock held by Advent International GPE VIII Limited Partnership; (ii) 2,442,000 shares of common stock held by
Advent International GPE VIII-B-1 Limited Partnership; (iii) 1,820,792 shares of common stock held by Advent International GPE VIII-B-2 Limited Partnership; (iv) 2,843,189 shares of common stock held by Advent International GPE VIII-B-3 Limited
Partnership; (v) 6,862,193 shares of common stock held by Advent International GPE VIII-B Limited Partnership; (vi) 1,120,826 shares of common stock held by Advent International GPE VIII-C Limited Partnership; (vii) 958,579 shares of common stock
held by Advent International GPE VIII-D Limited Partnership; (viii) 284,063 shares of common stock held by Advent International GPE VIII-F Limited Partnership; (ix) 2,516,629 shares of common stock held by Advent International GPE VIII-H Limited
Partnership; (x) 2,340,156 shares of common stock held by Advent International GPE VIII-I Limited Partnership; (xi) 2,299,688 shares of common stock held by Advent International GPE VIII-J Limited Partnership; (xii) 5,277,305 shares of common stock
held by Advent International GPE VIII-A Limited Partnership; (xiii) 1,067,519 shares of common stock held by Advent International GPE VIII-E Limited Partnership; (xiv) 1,810,581 shares of common stock held by Advent International GPE VIII-G Limited
Partnership; (xv) 1,079,043 shares of common stock held by Advent International GPE VIII-K Limited Partnership; (xvi) 980,652 shares of common stock held by Advent International GPE VIII-L Limited Partnership; (xvii) 83,039 shares of common stock
held by Advent Partners GPE VIII Limited Partnership; (xviii) 517,523 shares of common stock held by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 99,782 shares of common stock held by Advent Partners GPE VIII-A Limited Partnership;
(xx) 69,036 shares of common stock held by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 817,355 shares of common stock held by Advent Partners GPE VIII-B Cayman Limited Partnership.
(4) 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.
(5) 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.