SEC FORM 3

SEC FORM 3 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^*

TAKAO BRENT

(Last)

(First)

(Middle)

C/O KURA SUSHI USA, INC.

17461 DERIAN AVE, SUITE 200

(Street)

IRVINE

92614

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2022

3. Issuer Name and Ticker or Trading Symbol
KURA SUSHI USA, INC. [ KRUS ]

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

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

5. 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 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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option to Purchase Class A Common Stock	⁽¹⁾	12/02/2029	Class A Common Stock	25,000	25.94	D
Option to Purchase Class A Common Stock	⁽²⁾	05/01/2030	Class A Common Stock	10,000	16.83	D
Option to Purchase Class A Common Stock	⁽³⁾	02/01/2031	Class A Common Stock	3,470	22.65	D
Option to Purchase Class A Common Stock	⁽⁴⁾	02/01/2032	Class A Common Stock	2,025	46.15	D

Explanation of Responses:

1. The options vest in equal quarterly installments over a four year period beginning on December 31, 2019, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date.

2. The options vest in equal quarterly installments over a four year period beginning on June 30, 2020, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date.

3. One-third of the options vested on February 1, 2022, with the remaining options vesting in equal quarterly amounts on the first day of each quarter over a period of 24 months commencing May 1,2022, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date.

4. One third of the options will vest on February 1, 2023, with the remaining options vesting in equal quarterly amounts on the first day of each quarter over a period of 24 months commencing May 1, 2023, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date.

Remarks:

Chief Accounting Officer, Treasurer and Secretary Exhibit 24 - Power of Attorney

	/s/ Brent Takao	08/01/2022
	** 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).
** 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.

SEC Form 3 filed by new insider Takao Brent