SC 13G/A 1 s13ga_2816-habitrestaurants.htm SC13G/A - FOR THE HABIT RESTAURANTS, INC. BY LOMAS CAPITAL MANAGEMENT, LLC s13ga_2816-habitrestaurants.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G/A
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*



The Habit Restaurants, Inc.
(Name of Issuer)
 
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
 
40449J103
(CUSIP Number)
 
December 31, 2015
(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)
 
[X] 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 disclosures provided in a prior cover page.
 
The information required on 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. 40449J103

1.
NAME OF REPORTING PERSON
 
Lomas Capital Management, 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
0
6.
SHARED VOTING POWER
690,013
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
690,013
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,013
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
12.
TYPE OF REPORTING PERSON
IA
 

 
2
 
 
Cusip No. 40449J103

 
1.
NAME OF REPORTING PERSON
 
Lomas Capital Master Fund, LP
 
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
622,484
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
622,484
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
622,484
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.52%
12.
TYPE OF REPORTING PERSON
PN


 
3
 
 
 
Cusip No. 40449J103


1.
NAME OF REPORTING PERSON
 
Daniel Lascano
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [   ]
(b)           [   ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
690,013
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
690,013
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,013
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
12.
TYPE OF REPORTING PERSON
IN, HC


 
4
 
 
Cusip No. 40449J103


Item 1(a).
Name of Issuer
 
 
The name of the issuer to which this filing on Schedule 13G relates is The Habit Restaurants, Inc. (the “Company”).
 
Item 1(b).
Address of Issuer’s Principal Executive Offices
 
 
The principal executive offices of the Company are located at 17320 Red Hill Avenue, Suite 140, Irvine, CA 92614.
 
Item 2(a).
Name of Person Filing
 
 
This statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (1) Lomas Capital Management, LLC (“Lomas Capital”), a Delaware limited liability company, (2) Lomas Capital Master Fund, LP  (“Lomas Fund”), an exempted limited partnership existing under the laws of the Cayman Islands, and (3) Mr. Daniel Lascano as Chief Investment Officer of Lomas Capital.
 
 
Lomas Capital is a registered investment adviser to certain client accounts (the “Funds”) that directly hold the shares of Common Stock to which this statement relates for the benefit of their respective investors, and in such capacity Lomas Capital has voting and dispositive power over such shares.
 
 
The Reporting Persons have entered into a Joint Filing Agreement, dated February 8, 2016 pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence
 
 
The principal business address of each of the Reporting Persons is c/o Lomas Capital Management, LLC, 500 Park Avenue, 4th Floor, New York, NY 10022.
 
Item 2(c).
Citizenship
 
 
Lomas Capital Management, LLC is organized under the laws of the State of Delaware.  Lomas Capital Master Fund, LP is existing under the laws of the Cayman Islands.  Mr. Daniel Lascano is a citizen of the United States.
 
Item 2(d).
Title of Class of Securities
 
 
The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A common stock, par value $0.01 per share (“Common Stock”).
 
Item 2(e).
CUSIP Number
 
 
The CUSIP number of the Company’s Common Stock is 40449J103.
 
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:
 


 
5
 
 
 
Cusip No. 40449J103

 
(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. 73c).
 
(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 §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 association 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).
 
(j)
[  ]
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
[X]
If this statement is filed pursuant to §240.13d-1(c), check this box.
 
Item 4.
Ownership
(a) through (c):
 
The information set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G is incorporated herein by reference.  Ownership is stated as of December 31, 2015 and ownership percentages are based on 13,759,754 shares of Common Stock outstanding as of Noverber 5, 2015, as reported in the Issuer’s Report on Form 10-Q for the period ended September 29, 2015 filed with the Securities and Exchange Commission (the “Commission”) on November 5, 2015.

As of November 5, 2015, Lornas Capital Master Fund, LP no longer held 5.00% or more of the Common Stock. Lornas Capital Master Fund, LP will not be included on future filings so long as it does not individually hołd 5.00% or more of the Common Stock.
 


 
6
 
 
 
Cusip No. 40449J103
 
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
 
 
Each of the Funds has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock that it directly owns.
 
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on by the Parent Holding Company:
 
 
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.
Certification
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
7
 
 
 
Cusip No. 40449J103
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
Dated:  February 8, 2016

 
LOMAS CAPITAL MASTER FUND, LP
 
 
By:
Lomas Capital GP, LLC, its general partner
 
By:
/s/ John Del Virginia
   
Name:  John Del Virginia
Title:    Authorized Signatory
 
 
LOMAS CAPITAL MANAGEMENT, LLC
 
By:
Lomas Capital Advisors, LP, its sole member
 
By:
/s/  John Del Virginia
   
Name:  John Del Virginia
Title:   Authorized Signatory
 
 
DANIEL LASCANO`
 
By:
 
 
By:
/s/ Daniel Lascano`
   
Name:  Daniel Lascano
Title:

 
8
 
 
 
JOINT FILING AGREEMENT
 
 
    The undersigned hereby agree to the joint filing on behalf of each of them of the statement on Schedule 13G with respect to the shares of Class A Common Stock, par value $0.01 per share, of The Habit Restaurants, Inc. and any further amendments to such statement on Schedule 13G executed by each of them pursuant to and in accordance with the provisions of Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended.
 
 
    The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
 
    This Joint Filing Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
 
 
    IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 8, 2016.
 
 
LOMAS CAPITAL MASTER FUND, LP
 
By:
Lomas Capital GP, LLC, its general partner
 
 
By:
/s/ John Del Virginia
   
Name: John Del Virginia
Title: Authorized Signatory
 
 
LOMAS CAPITAL MANAGEMENT, LLC
 
By:
Lomas Capital Advisors, LP, its sole member
 
 
By:
/s/ John Del Virginia
   
Name: John Del Virginia
Title: Authorized Signatory
 
 
DANIEL LASCANO
 
/s/ Daniel Lascano
 
Daniel Lascano
 

 

 
9