Hoffman Joseph W returned 332,120 shares to the company and converted options into 130,877 shares, closing all direct ownership in the company (SEC Form 4)
$TAST
Restaurants
Consumer Discretionary
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARROLS RESTAURANT GROUP, INC. [ TAST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $0.01 par value | 05/16/2024 | D | 128,345 | D | (1) | 0 | D | |||
| Common Stock, $0.01 par value (Restricted Common Stock) | 05/16/2024 | D | 72,898 | D | (2) | 0 | D | |||
| Common Stock, $0.01 par value (2023 Performance Stock Unit) | 05/16/2024 | M | 110,834 | A | (3) | 110,834 | D | |||
| Common Stock, $0.01 par value (2023 Performance Stock Unit) | 05/16/2024 | D | 110,834 | D | (3) | 0 | D | |||
| Common Stock, $0.01 par value (2024 Performance Stock Unit) | 05/16/2024 | M | 20,043 | A | (4) | 20,043 | D | |||
| Common Stock, $0.01 par value (2024 Performance Stock Unit) | 05/16/2024 | D | 20,043 | D | (4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $7.12 | 05/16/2024 | D | 75,000 | (5) | 08/12/2027 | Common Stock | 75,000 | $9.55 | 0 | D | ||||
| Performance Stock Unit (2023) | $0 | 05/16/2024 | A | 110,834 | (3) | (3) | Common Stock | 110,834 | $0 | 110,834 | D | ||||
| Performance Stock Unit (2024) | $0 | 05/16/2024 | A | 20,043 | (4) | (4) | Common Stock | 20,043 | $0 | 20,043 | D | ||||
| Explanation of Responses: |
| 1. On May 16, 2024, Carrols Restaurant Group, Inc. (the "Company") consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 16, 2024 (the "Merger Agreement"), by and among the Company, Restaurant Brands International Inc. and BK Cheshire Corp. (the "Closing"). Upon the Closing, each outstanding share of common stock, par value $0.01 per share, of the Company ("Common Stock") was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement. |
| 2. Upon the Closing, each outstanding restricted share of Common Stock was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement. |
| 3. Upon the Closing, each performance stock unit granted during 2023 (and any dividend equivalent units accrued thereon) vested assuming maximum level performance of the applicable performance goals and was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement. |
| 4. Upon the Closing, each performance stock unit granted during 2024 (and any dividend equivalent units accrued thereon) vested assuming target level performance of the applicable performance goals and was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement. |
| 5. This Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal $182,250, representing the difference between the exercise price of the Option and $9.55, multiplied by the number of shares of Common Stock underlying the Option. |
| Remarks: |
| /s/ Joseph W. Hoffman | 05/17/2024 | |
| ** 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. | ||