First Watch Restaurant (FWRG) Form 4 Change in insider ownership

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^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2023

4. 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 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	05/18/2023		S(1)		4,025,000(2)	D	$15.47(1)	37,539,784(3)	I	See Notes(3)(4)(5)

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

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 Partners GPE VIII 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 Partners GPE VIII Cayman 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 Partners 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 Partners GPE VIII-A Cayman 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 Partners GPE VIII-B Cayman 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^*

AP GPE VIII GP 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, LLC

(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).

5. See Exhibit 99.1 for text of footnote (5).

Remarks:

Exhibit 99.1 (Footnotes to Form 4) and Exhibit 99.2 (Signatures and Joint Filer Information) are incorporated by reference. Form 3 of 3: This Form 4 is the third of three Forms 4 being filed relating to the same event. The Form 4 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 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Advent International Corporation.

	ADVENT INTERNATIONAL CORPORATION, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President, Finance	05/22/2023
	** 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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