Fils Ira Form 4 Habit Restaurants / Ira Fils 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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X

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^*

Fils Ira

(Last) (First) (Middle)

C/O THE HABIT RESTAURANTS, INC.,

17320 RED HILL AVENUE, SUITE 140

(Street)

IRVINE CA 92614

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2020

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
Class A Common Stock	03/18/2020		D		66,391(1)	D	(2)(3)	0	D
Class B Common Stock	03/18/2020		D		263,553	D	(4)	0	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
Common Membership Interest	(4)	03/18/2020		D			263,553	(4)	(4)	Class A Common Stock	263,553	(4)	0	D
Nonstatutory Stock Option (right to buy)	$10.1	03/18/2020		D			40,000	(5)	04/23/2029	Class A Common Stock	40,000	(5)	0	D
Nonstatutory Stock Option (right to buy)	$9.1	03/18/2020		D			50,000	(5)	04/16/2028	Class A Common Stock	50,000	(5)	0	D
Nonstatutory Stock Option (right to buy)	$15.9	03/18/2020		D			57,710	(5)	03/11/2027	Class A Common Stock	57,710	(5)	0	D
Nonstatutory Stock Option (right to buy)	$18.96	03/18/2020		D			42,775	(5)	03/21/2026	Class A Common Stock	42,775	(5)	0	D
Nonstatutory Stock Option (right to buy)	$32.32	03/18/2020		D			24,019	(5)	04/20/2025	Class A Common Stock	24,019	(5)	0	D

Explanation of Responses:

1. Represents shares of Class A Common Stock owned by the Reporting Person and shares of Class A Common Stock underlying restricted stock units of the Issuer ("RSUs") acquired by the Reporting Person.

2. Disposed of pursuant to the Agreement and Plan of Merger dated as of January 5, 2020 by and among the Issuer, YUM! Brands, Inc. and YEB Newco Inc. (the "Merger Agreement"), pursuant to which YEB Newco Inc. merged with and into the Issuer (the "Merger"), effective March 18, 2020 (the "Effective Time"). Pursuant to the Merger Agreement, each Share of Class A Common Stock that was (i) issued and outstanding immediately prior to the Effective Time or (ii) resulting from the exchange of units of Habit Restaurants, LLC ("LLC Unit") was cancelled for consideration of $14.00 per share in cash (subject to any withholding taxes required by applicable law).

3. (Continued from footnote 2) Each RSU that was outstanding immediately prior to the Effective Time was cancelled and the holder of the cancelled RSU was entitled to receive an amount in cash, without interest, equal to the product of the total number of shares subject to such RSU immediately prior to the Effective Time multiplied by the merger consideration of $14.00 (less any applicable withholding or other taxes, or other amounts required to be withheld).

4. Pursuant to the Merger Agreement, at the Effective Time of the Merger each LLC Unit not held by the Company or one of its subsidiaries, whether vested or unvested, together with one share of Class B Common Stock was exchanged for one share of Class A Common Stock and subsequently disposed of pursuant to the Merger Agreement, as described in footnote (2) above.

5. Pursuant to the Merger Agreement, each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was less than $14.00 was cancelled and converted into the right to receive an amount in cash, without interest, equal to the total number of shares of Common Stock subject thereto multiplied by the excess, if any, of $14.00 over the applicable option exercise price per share as of the Effective Time. Each Company Stock Option outstanding immediately prior to the Effective Time that had an exercise price per share that was equal to or greater than $14.00 was cancelled for no consideration.

Remarks:

	/s/ Ira Fils	03/18/2020
	** Signature of Reporting Person	Date
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