| 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) 06/13/2023 | ||||||||||||||||||||||||||
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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 | 06/13/2023 | S(1) | 3,000,000(2) | D | $16.424(1) | 34,539,784(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/ David Paresky | 06/15/2023 | |
| ** 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 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.
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| (2) |
Represents shares of common stock sold by the following entities: (i) 179,796 shares of
common stock sold by Advent International GPE VIII Limited Partnership; (ii) 195,153 shares of common stock sold by Advent International GPE VIII-B-1 Limited Partnership; (iii) 145,509 shares of common stock sold by Advent International GPE VIII-B-2 Limited
Partnership; (iv) 227,214 shares of common stock sold by Advent International GPE VIII-B-3 Limited Partnership; (v) 548,394 shares of common stock sold by Advent International GPE VIII-B Limited Partnership; (vi) 89,571 shares of common stock sold by Advent
International GPE VIII-C Limited Partnership; (vii) 76,605 shares of common stock sold by Advent International GPE VIII-D Limited Partnership; (viii) 22,701 shares of
common stock sold by Advent International GPE VIII-F Limited Partnership; (ix) 201,117 shares of common stock sold by Advent International GPE VIII-H Limited Partnership; (x) 187,014 shares of common stock sold by Advent International GPE VIII-I Limited
Partnership; (xi) 183,780 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) 421,737 shares of common stock sold by Advent International GPE VIII-A Limited Partnership; (xiii) 85,311 shares of common stock
sold by Advent International GPE VIII-E Limited Partnership; (xiv) 144,693 shares of common stock sold by
Advent International GPE VIII-G Limited Partnership; (xv) 86,232 shares of common stock sold by Advent International GPE VIII-K Limited Partnership; (xvi) 78,369
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) 6,636 shares of common stock sold by Advent Partners GPE VIII Limited Partnership; (xviii) 41,358 shares of common stock sold by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 7,974 shares of common stock sold by Advent Partners GPE
VIII-A Limited Partnership; (xx) 5,517 shares of common stock sold by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 65,319 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) |
Following the reported transactions, Advent International Corporation (“Advent”) manages funds that collectively own 34,539,784 shares of common stock of the
Issuer, which are represented as follows: (i) 2,070,038 shares of common stock held by Advent International GPE VIII Limited Partnership; (ii) 2,246,847 shares of common stock held by Advent International GPE VIII-B-1 Limited Partnership;
(iii) 1,675,283 shares of common stock held by Advent International GPE VIII-B-2 Limited Partnership; (iv) 2,615,975 shares of common stock held by Advent International GPE VIII-B-3 Limited Partnership; (v) 6,313,799 shares of common stock
held by Advent International GPE VIII-B Limited Partnership; (vi) 1,031,255 shares of common stock held by Advent International GPE VIII-C Limited Partnership; (vii) 881,974 shares of common stock held by Advent International GPE VIII-D
Limited Partnership; (viii) 261,362 shares of common stock held by Advent International GPE VIII-F Limited Partnership; (ix) 2,315,512 shares of common stock held by Advent International GPE VIII-H Limited Partnership; (x) 2,153,142 shares
of common stock held by Advent International GPE VIII-I Limited Partnership; (xi) 2,115,908 shares of common stock held by Advent International GPE VIII-J Limited Partnership; (xii) 4,855,568 shares of common stock held by Advent
International GPE VIII-A Limited Partnership; (xiii) 982,208 shares of common stock held by Advent International GPE VIII-E Limited Partnership; (xiv) 1,665,888 shares of common stock held by Advent International GPE VIII-G Limited
Partnership; (xv) 992,811 shares of common stock held by Advent International GPE VIII-K Limited Partnership; (xvi) 902,283 shares of common stock held by Advent International GPE VIII-L Limited Partnership; (xvii) 76,403 shares of common
stock held by Advent Partners GPE VIII Limited Partnership; (xviii) 476,165 shares of common stock held by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 91,808 shares of common stock held by Advent Partners GPE VIII-A Limited
Partnership; (xx) 63,519 shares of common stock held by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 752,036 shares of common stock held by Advent Partners GPE VIII-B Cayman Limited Partnership.
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Exhibit 99.1
| (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.
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| (5) |
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.
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