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^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2016

3. Issuer Name and Ticker or Trading Symbol
Habit Restaurants, Inc. [ HABT ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Shares	1,559,435	I	See footnotes⁽¹⁾⁽²⁾

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)
Call Option (right to purchase)	⁽³⁾	05/20/2016	Common Shares	1,300	$18	I	See footnotes⁽¹⁾⁽⁴⁾
Call Option (right to purchase)	⁽³⁾	05/20/2016	Common Shares	100	$20	I	See footnotes⁽¹⁾⁽⁴⁾
Call Option (right to purchase)	⁽³⁾	05/20/2016	Common Shares	100	$23	I	See footnotes⁽¹⁾⁽⁴⁾
Call Option (right to purchase)	⁽³⁾	05/20/2016	Common Shares	500	$19	I	See footnotes⁽¹⁾⁽⁴⁾
Call Option (right to purchase)	⁽³⁾	09/16/2016	Common Shares	500	$12	I	See footnotes⁽¹⁾⁽⁴⁾
Call Option (obligation to sell)	⁽³⁾	06/17/2016	Common Shares	2,900	$20	I	See footnotes⁽¹⁾⁽⁴⁾
Put Option (right to sell)	⁽³⁾	05/20/2016	Common Shares	600	$17	I	See footnotes⁽¹⁾⁽⁴⁾
Put Option (right to sell)	⁽³⁾	06/17/2016	Common shares	200	$24	I	See footnotes⁽¹⁾⁽⁴⁾
Put Option (obligation to purchase)	⁽³⁾	09/16/2016	Common Shares	700	$10	I	See footnotes⁽¹⁾⁽⁴⁾
Security Based Swap (call equivalent)	⁽⁵⁾	12/29/2025	Common Shares	44,653	⁽⁵⁾	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs," and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

2. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 1,559,435 shares of common stock, par value $0.01 per share ("Common Stock") of Habit Restaurants, Inc. (the "Company"), and Goldman Sachs holds open short positions of 156,288 shares of Common Stock.

3. Immediately exercisable.

4. The securities reported herein are beneficially owned directly by Goldman Sachs and may be deemed to be beneficially owned indirectly by GS Group.

5. Goldman Sachs International ("GSI"), a wholly-owned subsidiary of the GS Group, entered into a security-based swap agreement under which GSI is obligated to make payments to its counterparty, or GSI's counterparty is obligated to make payments to GSI, as the case may be, based on changes in the price of the Company's common shares. In addition, the counterparty is obligated to make floating rate payments to GSI based on the notional size of the transaction.

Remarks:

	/s/ Yvette Kosic, Attorney-in-fact	04/22/2016
	/s/ Yvette Kosic, Attorney-in-fact	04/22/2016
	** 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).
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