Allen A William III Form 3/A Habit Restaurants / A William Allen III ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Allen A William III

(Last) (First) (Middle)

16 SUNSET COVE

(Street)

NEWPORT COAST CA 92657

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2014

3. Issuer Name and Ticker or Trading Symbol
Habit Restaurants, Inc. [ HABT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/24/2014

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	6,667	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	(1)	(1)	Class A common stock	8,333	18	D

Explanation of Responses:

1. The Stock Option was granted on November 19, 2014, and will expire on November 19, 2024. The options will vest ratably over 3 years (1/3 on the first anniversary of the date of grant; 1/3 on the second anniversary of the date of grant; and the remaining 1/3 on the third anniversary of the date of grant). Once the options are vested, they are exercisable into shares of Class A common stock.

2. These shares were purchased through a directed share program in connection with the initial public offering of Class A common stock of The Habit Restaurants, Inc., and were inadvertently omitted from the reporting person's original Form 3.

Remarks:

This Form 3/A amends the prior Form 3/A filing made on behalf of A. William Allen III on November 24, 2014. The Form 3/A, as originally filed, incorrectly reported the Amount of Non-Derivative Securities Beneficially Owned. This Form 3/A correctly reports the Amount of Non-Derivative Securities Beneficially Owned by the Reporting Person.

	/s/ Ira Fils, attorney-in-fact	03/11/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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