Del Taco Restaurants (TACO) Form 4 Del Taco Restaurants / Patrick Walsh ownership change

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

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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^*

Walsh Patrick

(Last) (First) (Middle)

C/O DEL TACO RESTAURANTS, INC.

25521 COMMERCENTRE DRIVE

(Street)

LAKE FOREST CA 92630

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Del Taco Restaurants, Inc. [ TACO ]

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)
07/06/2016

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

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								10,000	I	By PW Partners Master Fund (QP) LP(1)
Common Stock								3,343,125	I	By PW Acquisitions LP(2)
Common Stock								5,308	D

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
Warrants (Right to Buy)	$11.5	07/06/2016		J(3)		600,000		(4)	(4)	Common Stock	600,000	$0	600,000	I	By PW Acquisitions LP(2)

Explanation of Responses:

1. Represents securities held directly by PW Partners Master Fund (QP) LP. The Reporting Person is the chief executive officer and managing member of the General Partner of PW Partners Master Fund (QP) LP and exercises voting and dispositive power over such securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his actual pecuniary interest therein.

2. Represents securities held directly by PW Acquisitions LP. The Reporting Person is the chief executive officer and managing member of the General Partner of PW Acquisitions LP and exercises voting and dispositive power over such securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his actual pecuniary interest therein.

3. Represents warrants received by PW Acquisitions LP pursuant to a pro rata distribution by Levy Acquisition Sponsor, LLC ("Levy Sponsor") to its members in accordance with their membership interests in Levy Sponsor, for no consideration.

4. The warrants became exercisable on July 30, 2015 and will expire on June 30, 2020 or earlier upon certain events.

	By: /s/ Patrick Walsh	07/08/2016
	** 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).
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