Schedule 13G

0001193125-13-033442.txt : 20130201 0001193125-13-033442.hdr.sgml : 20130201 20130201061835 ACCESSION NUMBER: 0001193125-13-033442 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130201 DATE AS OF CHANGE: 20130201 GROUP MEMBERS: JOHN P. GRAYKEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Del Frisco's Restaurant Group, Inc. CENTRAL INDEX KEY: 0001415301 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 208453116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87185 FILM NUMBER: 13564686 BUSINESS ADDRESS: STREET 1: 930 S. KIMBALL AVE. STREET 2: SUITE 100 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 817-601-3421 MAIL ADDRESS: STREET 1: 930 S. KIMBALL AVE. STREET 2: SUITE 100 CITY: SOUTHLAKE STATE: TX ZIP: 76092 FORMER COMPANY: FORMER CONFORMED NAME: Del Frisco's Restaurant Group, LLC DATE OF NAME CHANGE: 20071016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LSF5 Wagon Holdings, LLC CENTRAL INDEX KEY: 0001554722 IRS NUMBER: 208384841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 214-515-6824 MAIL ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75204 SC 13G 1 d477074dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. )*

Del Frisco’s Restaurant Group, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

245077102

(CUSIP Number)

December 31, 2012

(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)

x 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 245077102		13G		Page 1 of 7 Pages


1.	NAMES OF REPORTING PERSONS LSF5 Wagon Holdings, LLC, a Delaware limited liability company
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 0
		6.	SHARED VOTING POWER 17,994,667
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 17,994,667
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,994,667
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 75.6%¹
12.	TYPE OF REPORTING PERSON OO

Based upon 23,794,667 shares of common stock, par value $0.001 per share (“Common Stock”), of Del Frisco’s Restaurant Group, Inc. (the “Issuer”), outstanding as of October 15, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 4, 2012, filed with the Securities and Exchange Commission on October 16, 2012.


CUSIP No. 245077102		13G		Page 2 of 7 Pages


1.	NAMES OF REPORTING PERSONS John P. Grayken
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Ireland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 17,994,667
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 17,994,667
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,994,667
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 75.6%²
12.	TYPE OF REPORTING PERSON IN

²	Based upon 23,794,667 shares of Common Stock outstanding as of October 15, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 4, 2012, filed with the Securities and Exchange Commission on October 16, 2012.


CUSIP No. 245077102		13G		Page 3 of 7 Pages

Item 1(a).

Name of Issuer:

Del Frisco’s Restaurant Group, Inc., a Delaware corporation (“Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

930 S. Kimball Avenue, Suite 100, Southlake, Texas 76092.

Item 2(a).

Name of Person Filing:

This Schedule 13G is filed jointly by:

(1) LSF5 Wagon Holdings, LLC (“Wagon”)

(2) John P. Grayken

Item 2(b).

Address of Principal Business Office or, if None, Residence:

(1) The principal business address of Wagon is 2711 North Haskell Avenue, Suite 1700, Dallas, Texas 75204.

(2) The principal business address of Mr. John P. Grayken is 50 Welbeck Street, London W1G 9XW, England.

Item 2(c).

Citizenship:

(1) Wagon is a Delaware limited liability company.

(2) Mr. John P. Grayken is an Irish citizen.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share (“Common Stock”).

Item 2(e).

CUSIP Number:

245077102

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with § 240.13d- 1(b)(1)(ii)(G).

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).


CUSIP No. 245077102		13G		Page 4 of 7 Pages

(j)

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

(k)

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not Applicable.

Item 4.

Ownership.

The 17,994,667 shares of Common Stock reported on this Schedule 13G are held directly by Wagon. Mr. John P. Grayken controls and is the sole shareholder of Lone Star Management Co. V, Ltd., a Bermuda exempted limited company (“Management”), which controls and is the general partner of Lone Star Partners V, L.P., a Bermuda limited partnership (“Partners”), which controls and is the general partner of Lone Star Fund V (U.S.) L.P., a Delaware limited partnership (“Fund”), which controls LSF5 COI Holdings, LLC, a Delaware limited liability company (“COI”), which is the sole owner of Wagon. For purposes of this Schedule 13G, the “Lone Star Entities” collectively refer to Wagon, COI, Fund, Partners and Management.

Mr. John P. Grayken, who in various capacities related to the Lone Star Entities, including as sole shareholder of Management, may be deemed to share beneficial ownership of the Common Stock of the Issuer owned by Wagon.

(a)

Amount beneficially owned:

Wagon is the beneficial owner of 17,994,667 shares of Common Stock; and

Mr. John P. Grayken is the beneficial owners of 17,994,667 shares of Common Stock.

(b)

Percent of class:³

Wagon is the beneficial owner of 75.6% of the outstanding shares of Common Stock; and

Mr. John P. Grayken is the beneficial owner of 75.6% of the outstanding shares of Common Stock.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

Wagon has the sole power to vote or to direct the vote over 0 shares of Common Stock; and

Mr. John P. Grayken has the sole power to vote or to direct the vote over 0 shares of Common Stock.

(ii)

Shared power to vote or to direct the vote:

Wagon has the shared power to vote or to direct the vote over 17,994,667 shares of Common Stock; and

Mr. John P. Grayken has the shared power to vote or to direct the vote over 17,994,667 shares of Common Stock.

(iii)

Sole power to dispose or to direct the disposition of:

Wagon has the sole power to dispose or to direct the disposition of 0 shares of Common Stock; and

Mr. John P. Grayken has the sole power to dispose or to direct the disposition of 0 shares of Common Stock.

³	Based upon 23,794,667 shares of Common Stock outstanding as of October 15, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 4, 2012, filed with the Securities and Exchange Commission on October 16, 2012.


CUSIP No. 245077102		13G		Page 5 of 7 Pages

(iv)

Shared power to dispose or to direct the disposition of:

Wagon has the shared power to dispose or to direct the disposition of 17,994,667 shares of Common Stock; and

Mr. John P. Grayken has the shared power to dispose or to direct the disposition of 17,994,667 shares of Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

The right to receive dividends in respect of, or the proceeds from the sale of, the 17,994,667 shares of Common Stock held of record by Wagon is governed by the operating agreement of Wagon.

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.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

Not Applicable.


CUSIP No. 245077102		13G		Page 6 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


LSF5 WAGON HOLDINGS, LLC

By:	/s/ Kyle Volluz	January 29, 2013
Name:	Kyle Volluz
Title:	Vice President

JOHN P. GRAYKEN

By:	/s/ Michael D. Thomson	January 29, 2013
Name:	Michael D. Thomson
Title:	Attorney-in-Fact for John P. Grayken


CUSIP No. 245077102		13G		Page 7 of 7 Pages


Exhibit No.		Description

24.1		Power-of-Attorney grated by John P. Grayken in favor of Michael D. Thomson, dated July 23, 2012.

99.1		Joint Filing Agreement, dated January 29, 2013.

EX-24.1 2 d477074dex241.htm POWER-OF-ATTORNEY Power-of-Attorney

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Michael D. Thomson with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13 and 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of more than 10% of the capital stock of Del Frisco’s Restaurant Group, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Schedules 13D or 13G;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form or schedule with the SEC and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

Power of Attorney – Page 1 of 2 Pages

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 and Schedules 13D and 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of July 2012.

/s/ John P. Grayken

Signature

John P. Grayken

Print Name

Power of Attorney – Page 2 of 2 Pages

EX-99.1 3 d477074dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

Joint Filing Agreement

The undersigned acknowledge and agree that the Schedule 13G with respect to beneficial ownership by the undersigned of shares of common stock, $0.001 par value, of Del Frisco’s Restaurant Group, Inc. filed on or about the date hereof is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to such Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which counterparts taken together shall constitute one and the same instrument


LSF5 WAGON HOLDINGS, LLC

By:	/s/ Kyle Volluz	January 29, 2013
Name:	Kyle Volluz
Title:	Vice President

JOHN P. GRAYKEN

By:	/s/ Michael D. Thomson	January 29, 2013
Name:	Michael D. Thomson
Title:	Attorney-in-Fact for John P. Grayken