GPE VIII GP Limited Partnership Form 3 First Watch Restaurant / INTERNATIONAL CORP/MA ADVENT 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^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2021

3. Issuer Name and Ticker or Trading Symbol
First Watch Restaurant Group, Inc. [ FWRG ]

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

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

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

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

	Form filed by One Reporting Person
X	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)
Common Stock	45,013,784	I	See notes(1)(2)(3)

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
Preferred Stock	(4)	(4)	Common Stock	3,156,812	(4)	I	See footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-I Limited Partnership

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-J Limited Partnership

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GPE VIII GP S.a.r.l.

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-A Limited Partnership

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-E Limited Partnership

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-G Limited Partnership

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-K Limited Partnership

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Advent International GPE VIII-L Limited Partnership

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GPE VIII GP Limited Partnership

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1 for text of footnote (1).

2. See Exhibit 99.1 for text of footnote (2).

3. See Exhibit 99.1 for text of footnote (3).

4. See Exhibit 99.1 for text of footnote (4).

Remarks:

Exhibit 99.1 (Footnotes to Form 3) and Exhibit 99.2 (Signatures and Joint Filer Information) are incorporated by reference. Form 2 of 3: This Form 3 is the second of three Forms 3 being filed relating to the same event. The Form 3 has been split into multiple filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer Advent International Corporation.

	ADVENT INTERNATIONAL CORPORATION, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Director, Fund Administration	10/01/2021
	** 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).
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