UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
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, 2023
(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)
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*
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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).
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CUSIP No. 33748L101
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SCHEDULE 13G
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Page 2 of 36 Pages
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1
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NAMES OF REPORTING PERSONS
|
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Advent International, L.P.
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
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(b)☒
|
|
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|||
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
34,089,784
|
|
|
|||
|
|
|
||||
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6
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SHARED VOTING POWER
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||
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0
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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||
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34,089,784
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
|
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||
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0
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|||
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||||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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||
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34,089,784
|
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|||
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|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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|||
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|
||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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57.0% (1)
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|||
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||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
|
PN
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|||
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|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 3 of 36 Pages
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1
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NAMES OF REPORTING PERSONS
|
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Advent International GP, LLC
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
34,089,784
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
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||
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0
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|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
34,089,784
|
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|
|||
|
|
|
||||
|
8
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SHARED DISPOSITIVE POWER
|
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||
|
0
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|||
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
34,089,784
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
|
☐
|
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|||
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|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
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57.0% (1)
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|||
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|
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||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
|
OO
|
|
|
|||
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|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 4 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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Advent International VIII, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
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||
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|
|||
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
34,089,784
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
34,089,784
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
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|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
34,089,784
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
57.0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 5 of 36 Pages
|
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1
|
NAMES OF REPORTING PERSONS
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||
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GPE VIII GP S.à.r.l.
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|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Luxembourg
|
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|||
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
23,372,568
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
23,372,568
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
23,372,568
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
39.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
|
CO
|
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|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 6 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
2,043,069
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
2,043,069
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,043,069
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.4% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 7 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-B-1 Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
2,217,574
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
2,217,574
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,217,574
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.7% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 8 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-B-2 Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,653,457
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,653,457
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,653,457
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.8% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 9 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-B-3 Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
2,581,893
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
2,581,893
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,581,893
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
4.3% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 10 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-B Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
6,231,541
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
6,231,541
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
6,231,541
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.4% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 11 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-C Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,017,819
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,017,819
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,017,819
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.7% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 12 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-D Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
870,483
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
870,483
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
870,483
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.5% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 13 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-F Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
257,957
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
257,957
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
257,957
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.4% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 14 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-H Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
2,285,344
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
2,285,344
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,285,344
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.8% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 15 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-I Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
2,125,090
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
2,125,090
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,125,090
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.6% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 16 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-J Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
2,088,341
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
2,088,341
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,088,341
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.5% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 17 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GPE VIII GP Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
9,276,306
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
9,276,306
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
9,276,306
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.5% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 18 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-A Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
4,792,307
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
4,792,307
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,792,307
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
8.0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 19 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-E Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
969,411
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
969,411
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
969,411
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.6% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 20 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-G Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,644,184
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,644,184
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,644,184
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.7% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 21 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-K Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
979,876
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
979,876
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
979,876
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.6% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 22 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-L Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
890,528
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
890,528
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
890,528
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.5% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 23 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
AP GPE VIII GP Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,440,910
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,440,910
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,440,910
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.4% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 24 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
75,408
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
75,408
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
75,408
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 25 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII Cayman Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
469,961
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
469,961
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
469,961
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.8% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 26 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII-A Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
90,612
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
90,612
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
90,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.2% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 27 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII-A Cayman Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
62,691
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
62,691
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
62,691
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 28 of 36 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII-B Cayman Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
742,238
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
742,238
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
742,238
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.2% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 59,817,629 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2023.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 29 of 36 Pages
|
| 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, L.P. (f/k/a Advent International Corporation) a Delaware limited partnership;
(ii) Advent International GP, LLC, a Delaware limited liability company;
(iii) Advent International GPE VIII, LLC, a Delaware limited liability company;
(iv) GPE VIII GP S.à.r.l., a Luxembourg Société à responsabilité limitée;
(v) Advent International GPE VIII Limited Partnership, a Delaware limited partnership;
(vi) Advent International GPE VIII-B-1 Limited Partnership, a Delaware limited partnership;
(vii) Advent International GPE VIII-B-2 Limited Partnership, a Delaware limited partnership;
(viii) Advent International GPE VIII-B-3 Limited Partnership, a Delaware limited partnership;
(ix) Advent International GPE VIII-B Limited Partnership, a Delaware limited partnership;
(x) Advent International GPE VIII-C Limited Partnership, a Delaware limited partnership;
(xi) Advent International GPE VIII-D Limited Partnership, a Delaware limited partnership;
(xii) Advent International GPE VIII-F Limited Partnership, a Delaware limited partnership;
(xiii) Advent International GPE VIII-H Limited Partnership, a Delaware limited partnership;
(xiv) Advent International GPE VIII-I Limited Partnership, a Delaware limited partnership;
(xv) Advent International GPE VIII-J Limited Partnership, a Delaware limited partnership (the funds set forth in the foregoing clauses (v)-(xv), the “Advent VIII
Luxembourg Funds”);
(xvi) GPE VIII GP Limited Partnership, a Cayman Islands limited partnership;
(xvii) Advent International GPE VIII-A Limited Partnership, a Cayman Islands limited partnership;
(xviii) Advent International GPE VIII-E Limited Partnership, a Cayman Islands limited partnership;
(xix) Advent International GPE VIII-G Limited Partnership, a Cayman Islands limited partnership;
(xx) Advent International GPE VIII-K Limited Partnership, a Cayman Islands limited partnership;
(xxi) Advent International GPE VIII-L Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xvii)-(xxi), the
“Advent VIII Cayman Funds”);
(xxii) AP GPE VIII GP Limited Partnership, a Delaware limited partnership;
(xxiii) Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership;
(xxiv) Advent Partners GPE VIII Cayman Limited Partnership, a Cayman Islands limited partnership;
(xxv) Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership;
(xxvi) Advent Partners GPE VIII-A Cayman Limited Partnership, a Cayman Islands limited partnership;
(xxvii) Advent Partners GPE VIII-B Cayman Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xxiii)-(xxvii), 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 International GP, LLC is the general partner of Advent International, L.P., and Advent International, L.P. is the manager of Advent International GPE VIII, LLC. Each of Advent International, L.P. and
Advent International GP, LLC 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.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 30 of 36 Pages
|
|
The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.
During 2023, Advent International Corporation effected a change in the form of entity and became Advent International, L.P. Accordingly, Advent International GP, LLC, which is the general partner of Advent
International, L.P., has been added as a Reporting Person on this Schedule 13G.
|
||
|
(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.
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 31 of 36 Pages
|
|
Number of Shares
Beneficially
Owned
|
Sole Voting
Power
|
Shared
Voting
Power
|
Sole
Dispositive
Power
|
Shared
Dispositive
Power
|
Percentage of
Common Stock
Outstanding
|
|||||||||||||||||||
|
Advent International, L.P.
|
34,089,784
|
34,089,784
|
34,089,784
|
57.0
|
%
|
|||||||||||||||||||
|
Advent International GP, LLC
|
34,089,784
|
34,089,784
|
—
|
34,089,784
|
—
|
57.0
|
%
|
|||||||||||||||||
|
Advent International GPE VIII, LLC
|
34,089,784
|
34,089,784
|
—
|
34,089,784
|
—
|
57.0
|
%
|
|||||||||||||||||
|
GPE VIII GP S.à.r.l.
|
23,372,568
|
23,372,568
|
—
|
23,372,568
|
—
|
39.1
|
%
|
|||||||||||||||||
|
Advent International GPE VIII Limited Partnership
|
2,043,069
|
2,043,069
|
—
|
2,043,069
|
—
|
3.4
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-B-1 Limited Partnership
|
2,217,574
|
2,217,574
|
—
|
2,217,574
|
—
|
3.7
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-B-2 Limited Partnership
|
1,653,457
|
1,653,457
|
—
|
1,653,457
|
—
|
2.8
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-B-3 Limited Partnership
|
2,581,893
|
2,581,893
|
—
|
2,581,893
|
—
|
4.3
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-B Limited Partnership
|
6,231,541
|
6,231,541
|
—
|
6,231,541
|
—
|
10.4
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-C Limited Partnership
|
1,017,819
|
1,017,819
|
—
|
1,017,819
|
—
|
1.7
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-D Limited Partnership
|
870,483
|
870,483
|
—
|
870,483
|
—
|
1.5
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-F Limited Partnership
|
257,957
|
257,957
|
—
|
257,957
|
—
|
0.4
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-H Limited Partnership
|
2,285,344
|
2,285,344
|
—
|
2,285,344
|
—
|
3.8
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-I Limited Partnership
|
2,125,090
|
2,125,090
|
—
|
2,125,090
|
—
|
3.6
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-J Limited Partnership
|
2,088,341
|
2,088,341
|
—
|
2,088,341
|
—
|
3.5
|
%
|
|||||||||||||||||
|
GPE VIII GP Limited Partnership
|
9,276,306
|
9,276,306
|
—
|
9,276,306
|
—
|
15.5
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-A Limited Partnership
|
4,792,307
|
4,792,307
|
—
|
4,792,307
|
—
|
8.0
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-E Limited Partnership
|
969,411
|
969,411
|
—
|
969,411
|
—
|
1.6
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-G Limited Partnership
|
1,644,184
|
1,644,184
|
—
|
1,644,184
|
—
|
2.7
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-K Limited Partnership
|
979,876
|
979,876
|
—
|
979,876
|
—
|
1.6
|
%
|
|||||||||||||||||
|
Advent International GPE VIII-L Limited Partnership
|
890,528
|
890,528
|
—
|
890,528
|
—
|
1.5
|
%
|
|||||||||||||||||
|
AP GPE VIII GP Limited Partnership
|
1,440,910
|
1,440,910
|
—
|
1,440,910
|
—
|
2.4
|
%
|
|||||||||||||||||
|
Advent Partners GPE VIII Limited Partnership
|
75,408
|
75,408
|
—
|
75,408
|
—
|
0.1
|
%
|
|||||||||||||||||
|
Advent Partners GPE VIII Cayman Limited Partnership
|
469,961
|
469,961
|
—
|
469,961
|
—
|
0.8
|
%
|
|||||||||||||||||
|
Advent Partners GPE VIII-A Limited Partnership
|
90,612
|
90,612
|
—
|
90,612
|
—
|
0.2
|
%
|
|||||||||||||||||
|
Advent Partners GPE VIII-A Cayman Limited Partnership
|
62,691
|
62,691
|
—
|
62,691
|
—
|
0.1
|
%
|
|||||||||||||||||
|
Advent Partners GPE VIII-B Cayman Limited Partnership
|
742,238
|
742,238
|
—
|
742,238
|
—
|
1.2
|
%
|
|||||||||||||||||
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 32 of 36 Pages
|
|
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. ☐
|
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 33 of 36 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, 2024
|
ADVENT INTERNATIONAL, L.P.
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
|||
|
Name:
|
Neil Crawford
|
||
|
Title:
|
Vice President of Finance
|
||
|
Date: February 14, 2024
|
||
|
ADVENT INTERNATIONAL GP, LLC
|
||
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
||
|
Date: February 14, 2024
|
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
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 34 of 36 Pages
|
|
/s/ Justin Nuccio
|
||
|
Name: Justin Nuccio
|
||
|
Title: Manager
|
||
|
By: ADVENT INTERNATIONAL, L.P.,
|
||
|
MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
||
|
Date: February 14, 2024
|
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, L.P.,
|
||
|
MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
|
CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 35 of 36 Pages
|
|
Date: February 14, 2024
|
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, L.P., MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
||
|
Date: February 14, 2024
|
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, L.P.,
|
||
|
MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
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||
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/s/ Neil Crawford
|
||
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Name: Neil Crawford
|
||
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Title: Vice President of Finance
|
||
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Date: February 14, 2024
|
GPE VIII GP LIMITED PARTNERSHIP
|
|
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By: ADVENT INTERNATIONAL GPE VIII, LLC,
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||
|
GENERAL PARTNER
|
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By: ADVENT INTERNATIONAL, L.P.,
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CUSIP No. 33748L101
|
SCHEDULE 13G
|
Page 36 of 36 Pages
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MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
||
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/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, L.P., MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
Title: Vice President of Finance
|
||
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GPE VIII, LLC
|
|
|
By: ADVENT INTERNATIONAL, L.P.,
|
||
|
MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
EXHIBIT 99.1
JOINT FILING AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the
ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of them. The undersigned further agree that any further amendments or
supplements thereto shall also be filed on behalf of each of them.
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL, L.P.
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
|||
|
Name:
|
Neil Crawford
|
||
|
Title:
|
Vice President of Finance
|
||
|
Date: February 14, 2024
|
||
|
ADVENT INTERNATIONAL GP, LLC
|
||
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
||
|
Date: February 14, 2024
|
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, L.P.,
|
||
|
MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
||
|
Date: February 14, 2024
|
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, L.P.,
|
||
|
MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
|
Date: February 14, 2024
|
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, L.P., MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
||
|
Date: February 14, 2024
|
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, L.P.,
|
||
|
MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|
||
|
Date: February 14, 2024
|
GPE VIII GP LIMITED PARTNERSHIP
|
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC,
|
||
|
GENERAL PARTNER
|
||
|
By: ADVENT INTERNATIONAL, L.P.,
|
||
|
MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
|
/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, L.P., MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
Title: Vice President of Finance
|
||
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GPE VIII, LLC
|
|
|
By: ADVENT INTERNATIONAL, L.P.,
|
||
|
MANAGER
By: ADVENT INTERNATIONAL GP, LLC,
GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
||
|
Name: Neil Crawford
|
||
|
Title: Vice President of Finance
|