Matthew Eisenacher Form 4 First Watch Restaurant / Matthew Eisenacher 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^*

Eisenacher Matthew

(Last)

(First)

(Middle)

C/O FIRST WATCH RESTAURANT GROUP, INC.

8725 PENDERY PLACE, STE. 201

(Street)

BRADENTON

34201

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/06/2024		M		5,571	A	$13.52	21,679	D
Common Stock	03/06/2024		M		14,429	A	$12.58	36,108	D
Common Stock	03/06/2024		S		20,000	D	$24.17	16,108	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$13.52	03/06/2024		M			5,571	⁽¹⁾	04/01/2030	Common Stock	5,571	$0	21,201	D
Stock Option (right to buy)	$12.58	03/06/2024		M			14,429	⁽²⁾	03/25/2032	Common Stock	14,429	$0	28,861	D

Explanation of Responses:

1. The stock options, representing a right to purchase a total of 26,772 shares, became partially exercisable as follows: (a) 3,212 stock options vested on April 1, 2021, (b) 3,213 stock options vested on April 1, 2022, (c) 3,568 stock options vested on October 1, 2022; (d) 3,213 stock options vested on April 1, 2023 and (e) 3,570 stock options vested on October 1, 2023. The unvested stock options are scheduled to vest and become exercisable as follows: (a) 3,213 stock options will vest on April 1, 2024, (b) 3,570 stock options will vest on June 30, 2024 and (c) 3,213 stock options will vest on April 1, 2025, subject to earlier forfeiture or cancellation.

2. 14,429 stock options vested on March 25, 2023. The unvested stock options are scheduled to vest and become exercisable as follows: (a) 14,430 stock options will vest on March 25, 2024, and (b) 14,431 stock options will vest on March 25, 2025, subject to earlier forfeiture or acceleration.

Remarks:

	/s/ Jay Wolszczak, Attorney-in-Fact for Matthew Eisenacher	03/06/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Matthew Eisenacher Form 4First Watch Restaurant / Matthew Eisenacher ownership change