SEC Form 4: Levy Lawrence F returned $18,437,676 worth of shares to the company (1,473,835 units at $12.51), closing all direct ownership in the company
$TACO
Restaurants
Consumer Services
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Del Taco Restaurants, Inc. [ TACO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2022 | ||||||||||||||||||||||||||
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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 | 03/08/2022 | D(1) | 288,166 | D | $12.51 | 0 | D | |||
| COMMON STOCK | 03/08/2022 | D(1) | 1,070,429 | D | $12.51 | 0 | I | See footnote(2) | ||
| COMMON STOCK | 03/08/2022 | D(1) | 15,240 | D | $12.51 | 0 | I | See footnote(3) | ||
| COMMON STOCK | 03/08/2022 | D(1) | 100,000 | D | $12.51 | 0 | I | See footnote(4) | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated December 5, 2021, between the issuer and Jack in the Box Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, each restricted stock award (other than certain non-accelerating restricted stock awards granted to the issuer's executive officers) will vest and be converted into the right to receive cash of $12.51 per share, each unexercised option will vest and be converted into the right to receive cash in an amount equal to the excess of $12.51 over the exercise price of such option, and each performance-based restricted stock unit will vest and be converted into the right to receive cash of $12.51 per share. |
| 2. The securities are held directly by Levy Family Partners, LLC ("LFP"). The Reporting Person is a manager of LFP. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his actual pecuniary interest therein. |
| 3. The securities are held directly by LFP Management, LLC. The Reporting Person shares voting and investment power with other managers of LFP Management, LLC. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his actual pecuniary interest therein. |
| 4. The securities are held by Lawrence F. Levy Trust dated December 23, 1988, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his actual pecuniary interest therein. |
| Remarks: |
| /s/ Rebecca H. Yang, Attorney-in-Fact | 03/10/2022 | |
| ** 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 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. | ||