UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION
OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File Number001-37450
Fogo de Chão, Inc.
(Exact name of registrant as specified in its charter)
5908 Headquarters Drive, Suite K200
Plano, TX 75024
(972)960-9533
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock, par value $0.01 per share
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | ☐ | |
| Rule12g-4(a)(2) | ☐ | |
| Rule 12h-3(b)(1)(i) | ☑ | |
| Rule 12h-3(b)(1)(ii) | ☐ | |
| Rule15d-6 | ☐ |
Approximate number of holders of record as of the certification or notice date:One*
Pursuant to the requirements of the Securities Exchange Act of 1934 Fogo de Chão, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| Date: April 16, 2018 | FOGO DE CHÃO, INC. | |||||
| By: | /s/ Lawrence J. Johnson | |||||
| Name: Lawrence J. Johnson | ||||||
| Title: Chief Executive Officer | ||||||
*On April 5, 2018, pursuant to the Agreement and Plan of Merger, dated as of February 20, 2018, among the Fogo De Chão, Inc. (the “Company”), Prime Cut Intermediate Holdings Inc., a Delaware corporation (“Parent”) and an investment entity affiliated with Rhône Capital V L.P., and Prime Cut Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), Merger Subsidiary merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
