SEC Form SC 13G/A filed by First Watch Restaurant Group Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
First Watch Restaurant Group, Inc.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
33748L101
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. | ||
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 2 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International Corporation | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
41,564,784 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
41,564,784 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,564,784 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
70.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 3 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International VIII, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
41,564,784 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
41,564,784 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,564,784 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
70.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 4 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
GPE VIII GP S.à.r.l. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
28,497,561 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
28,497,561 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,497,561 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 5 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,491,060 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,491,060 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,491,060 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 6 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-B-1 Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,703,830 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,703,830 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,703,830 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 7 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-B-2 Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,016,017 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,016,017 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,017 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 8 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-B-3 Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,148,034 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,148,034 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,148,034 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 9 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-B Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
7,597,957 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
7,597,957 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,597,957 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.8% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 10 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-C Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,241,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,241,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,241,000 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 11 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-D Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,061,357 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,061,357 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,061,357 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 12 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-F Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
314,520 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
314,520 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,520 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 13 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-H Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,786,461 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,786,461 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,786,461 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 14 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-I Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,591,066 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,591,066 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,591,066 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 15 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-J Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,546,259 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,546,259 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,546,259 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 16 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
GPE VIII GP Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
11,310,360 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
11,310,360 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,310,360 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 17 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-A Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
5,843,136 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
5,843,136 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,843,136 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. | ||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 18 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-E Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,181,978 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,181,978 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,181,978 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. | ||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 19 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-G Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,004,711 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,004,711 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,004,711 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. | ||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 20 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-K Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,194,738 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,194,738 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,194,738 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. | ||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 21 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-L Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,085,797 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,085,797 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,085,797 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. | ||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 22 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
AP GPE VIII GP Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,756,863 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,756,863 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,756,863 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 23 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
91,942 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
91,942 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,942 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 24 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII Cayman Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
573,012 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
573,012 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,012 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 25 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII-A Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
110,480 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
110,480 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,480 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 26 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII-A Cayman Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
76,438 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
76,438 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,438 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 27 of 34 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII-B Cayman Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
904,991 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
904,991 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
904,991 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,199,619 shares of Common Stock outstanding as of November 3, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022. |
| Item 1. | Issuer | |||
| (a) | Name of Issuer: | |||
| First Watch Restaurant Group, Inc. (the “Issuer”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 8725 Pendery Place, Suite 201 Bradenton, FL 34201 | ||||
| Item 2. | Filing Person | |||
| (a) – (c) | Name of Persons Filing; Address; Citizenship: | |||
| (i) Advent International Corporation, a Delaware corporation; (ii) Advent International GPE VIII, LLC, a Delaware limited liability company; (iii) GPE VIII GP S.à.r.l., a Luxembourg Société à responsabilité limitée; (iv) Advent International GPE VIII Limited Partnership, a Delaware limited partnership; (v) Advent International GPE VIII-B-1 Limited Partnership, a Delaware limited partnership; (vi) Advent International GPE VIII-B-2 Limited Partnership, a Delaware limited partnership; (vii) Advent International GPE VIII-B-3 Limited Partnership, a Delaware limited partnership; (viii) Advent International GPE VIII-B Limited Partnership, a Delaware limited partnership; (ix) Advent International GPE VIII-C Limited Partnership, a Delaware limited partnership; (x) Advent International GPE VIII-D Limited Partnership, a Delaware limited partnership; (xi) Advent International GPE VIII-F Limited Partnership, a Delaware limited partnership; (xii) Advent International GPE VIII-H Limited Partnership, a Delaware limited partnership; (xiii) Advent International GPE VIII-I Limited Partnership, a Delaware limited partnership; (xiv) Advent International GPE VIII-J Limited Partnership, a Delaware limited partnership (the funds set forth in the foregoing clauses (iv)-(xiv), the “Advent VIII Luxembourg Funds”); (xv) GPE VIII GP Limited Partnership, a Cayman Islands limited partnership; (xvi) Advent International GPE VIII-A Limited Partnership, a Cayman Islands limited partnership; (xvii) Advent International GPE VIII-E Limited Partnership, a Cayman Islands limited partnership; (xviii) Advent International GPE VIII-G Limited Partnership, a Cayman Islands limited partnership; (xix) Advent International GPE VIII-K Limited Partnership, a Cayman Islands limited partnership; (xx) Advent International GPE VIII-L Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xvi)-(xx), the “Advent VIII Cayman Funds”); (xxi) AP GPE VIII GP Limited Partnership, a Delaware limited partnership; (xxii) Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership; (xxiii) Advent Partners GPE VIII Cayman Limited Partnership, a Cayman Islands limited partnership; (xxiv) Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership; (xxv) Advent Partners GPE VIII-A Cayman Limited Partnership, a Cayman Islands limited partnership; (xxvi) Advent Partners GPE VIII-B Cayman Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xxii)-(xxvi), the “Advent VIII Partners Funds” and together with the Advent VIII Luxembourg Funds and the Advent VIII Cayman Funds, the “Advent VIII Funds”).
GPE VIII GP S.à.r.l. is the general partner of the Advent VIII Luxembourg Funds. GPE VIII GP Limited Partnership is the general partner of the Advent VIII Cayman Funds. AP GPE VIII GP Limited Partnership is the general partner of the Advent VIII Partners Funds. Advent International GPE VIII, LLC is the manager of GPE VIII GP S.à.r.l. and the general partner of each of GPE VIII GP Limited Partnership and AP GPE VIII GP Limited Partnership.
Advent is the manager of Advent International GPE VIII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VIII Luxembourg Funds, the Advent VIII Cayman Funds and the Advent VIII Partners Funds.
The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069. | ||||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 29 of 34 Pages |
| (d) | Title of Class of Securities: | |||
| Common Stock, $0.01 par value per share ( “Common Stock”) | ||||
| (e) | CUSIP Number:
33748L101 | |||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||
| Not applicable. | ||||
| Item 4. | Ownership. | |||
| (a) – (c) | Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| Number of Shares Beneficially Owned |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Percentage of Common Stock Outstanding |
|||||||||||||||||||
| Advent International Corporation |
41,564,784 | 41,564,784 | — | 41,564,784 | — | 70.2 | % | |||||||||||||||||
| Advent International GPE VIII, LLC |
41,564,784 | 41,564,784 | — | 41,564,784 | — | 70.2 | % | |||||||||||||||||
| GPE VIII GP S.à.r.l. |
28,497,561 | 28,497,561 | — | 28,497,561 | — | 48.1 | % | |||||||||||||||||
| Advent International GPE VIII Limited Partnership |
2,491,060 | 2,491,060 | — | 2,491,060 | — | 4.2 | % | |||||||||||||||||
| Advent International GPE VIII-B-1 Limited Partnership |
2,703,830 | 2,703,830 | — | 2,703,830 | — | 4.6 | % | |||||||||||||||||
| Advent International GPE VIII-B-2 Limited Partnership |
2,016,017 | 2,016,017 | — | 2,016,017 | — | 3.4 | % | |||||||||||||||||
| Advent International GPE VIII-B-3 Limited Partnership |
3,148,034 | 3,148,034 | — | 3,148,034 | — | 5.3 | % | |||||||||||||||||
| Advent International GPE VIII-B Limited Partnership |
7,597,957 | 7,597,957 | — | 7,597,957 | — | 12.8 | % | |||||||||||||||||
| Advent International GPE VIII-C Limited Partnership |
1,241,000 | 1,241,000 | — | 1,241,000 | — | 2.1 | % | |||||||||||||||||
| Advent International GPE VIII-D Limited Partnership |
1,061,357 | 1,061,357 | — | 1,061,357 | — | 1.8 | % | |||||||||||||||||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 30 of 34 Pages |
| Advent International GPE VIII-F Limited Partnership |
314,520 | 314,520 | — | 314,520 | — | 0.5 | % | |||||||||||||||||
| Advent International GPE VIII-H Limited Partnership |
2,786,461 | 2,786,461 | — | 2,786,461 | — | 4.7 | % | |||||||||||||||||
| Advent International GPE VIII-I Limited Partnership |
2,591,066 | 2,591,066 | — | 2,591,066 | — | 4.4 | % | |||||||||||||||||
| Advent International GPE VIII-J Limited Partnership |
2,546,259 | 2,546,259 | — | 2,546,259 | — | 4.3 | % | |||||||||||||||||
| GPE VIII GP Limited Partnership |
11,310,360 | 11,310,360 | — | 11,310,360 | — | 19.1 | % | |||||||||||||||||
| Advent International GPE VIII-A Limited Partnership |
5,843,136 | 5,843,136 | — | 5,843,136 | — | 9.9 | % | |||||||||||||||||
| Advent International GPE VIII-E Limited Partnership |
1,181,978 | 1,181,978 | — | 1,181,978 | — | 2.0 | % | |||||||||||||||||
| Advent International GPE VIII-G Limited Partnership |
2,004,711 | 2,004,711 | — | 2,004,711 | — | 3.4 | % | |||||||||||||||||
| Advent International GPE VIII-K Limited Partnership |
1,194,738 | 1,194,738 | — | 1,194,738 | — | 2.0 | % | |||||||||||||||||
| Advent International GPE VIII-L Limited Partnership |
1,085,797 | 1,085,797 | — | 1,085,797 | — | 1.8 | % | |||||||||||||||||
| AP GPE VIII GP Limited Partnership |
1,756,863 | 1,756,863 | — | 1,756,863 | — | 3.0 | % | |||||||||||||||||
| Advent Partners GPE VIII Limited Partnership |
91,942 | 91,942 | — | 91,942 | — | 0.2 | % | |||||||||||||||||
| Advent Partners GPE VIII Cayman Limited Partnership |
573,012 | 573,012 | — | 573,012 | — | 1.0 | % | |||||||||||||||||
| Advent Partners GPE VIII-A Limited Partnership |
110,480 | 110,480 | — | 110,480 | — | 0.2 | % | |||||||||||||||||
| Advent Partners GPE VIII-A Cayman Limited Partnership |
76,438 | 76,438 | — | 76,438 | — | 0.1 | % | |||||||||||||||||
| Advent Partners GPE VIII-B Cayman Limited Partnership |
904,991 | 904,991 | — | 904,991 | — | 1.5 | % |
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐ | ||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 31 of 34 Pages |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not applicable. | ||
| Item 10. | Certification. | |
| Not applicable. | ||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 32 of 34 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 14, 2023 | ADVENT INTERNATIONAL CORPORATION | |||||
| /s/ Neil Crawford | ||||||
| Name: | Neil Crawford | |||||
| Title: | Vice President of Finance | |||||
| Date: February 14, 2023 | ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP | |||||
| ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP | ||||||
| ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP | ||||||
| ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP | ||||||
| ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP | ||||||
| ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP | ||||||
| By: GPE VIII GP S.A.R.L., GENERAL PARTNER | ||||||
| By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER | ||||||
| /s/ Justin Nuccio | ||||||
| Name: Justin Nuccio | ||||||
| Title: Manager | ||||||
| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 33 of 34 Pages |
| Date: February 14, 2023 | ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP | |||||
| ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP | ||||||
| ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP | ||||||
| By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER | ||||||
| By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER | ||||||
| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||
| Date: February 14, 2023 | ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP
By: ADVENT GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER By: ADVENT INTERNATIONAL CORPORATION, MANAGER | |||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||
| CUSIP No. 33748L101 | SCHEDULE 13G | Page 34 of 34 Pages |
| Date: February 14, 2023 | GPE VIII GP S.A.R.L. | |||||
| By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER | ||||||
| /s/ Justin Nuccio | ||||||
| Name: Justin Nuccio | ||||||
| Title: Manager | ||||||
| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||
| Date: February 14, 2023 | GPE VIII GP LIMITED PARTNERSHIP | |||||
| By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER | ||||||
| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||
| AP GPE VIII GP LIMITED PARTNERSHIP By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER By: ADVENT INTERNATIONAL CORPORATION, MANAGER
/s/ Neil Crawford | ||||||
| Name: Neil Crawford Title: Vice President of Finance | ||||||
| Date: February 14, 2023 | ADVENT INTERNATIONAL GPE VIII, LLC | |||||
| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
| /s/ Neil Crawford | ||||||
| Name: Neil Crawford | ||||||
| Title: Vice President of Finance | ||||||