SEC FORM 4 SEC Form 4
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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Paresky David

(Last) (First) (Middle)
PRUDENTIAL TOWER, 800 BOYLSTON
STREET, SUITE 3300

(Street)
BOSTON MA 02199-8069

(City) (State) (Zip)
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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/13/2023
4. 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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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.
 
(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”).
 
(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.
 

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.

(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.