0001140361-24-013292.txt : 20240314 0001140361-24-013292.hdr.sgml : 20240314 20240314174615 ACCESSION NUMBER: 0001140361-24-013292 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240312 FILED AS OF DATE: 20240314 DATE AS OF CHANGE: 20240314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Paresky David CENTRAL INDEX KEY: 0001970599 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40866 FILM NUMBER: 24751525 MAIL ADDRESS: STREET 1: ADVENT INTERNATIONAL STREET 2: PRUDENTIAL TOWER, 800 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02199 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: First Watch Restaurant Group, Inc. CENTRAL INDEX KEY: 0001789940 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 824271369 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8725 PENDERY PLACE, SUITE 201 CITY: BRADENTON STATE: FL ZIP: 34201 BUSINESS PHONE: 941-907-9800 MAIL ADDRESS: STREET 1: 8725 PENDERY PLACE, SUITE 201 CITY: BRADENTON STATE: FL ZIP: 34201 FORMER COMPANY: FORMER CONFORMED NAME: AI Fresh Super Holdco, Inc. DATE OF NAME CHANGE: 20191001 FORMER COMPANY: FORMER CONFORMED NAME: Al Fresh Super Holdco, Inc. DATE OF NAME CHANGE: 20191001 4 1 form4.xml FORM 4 X0508 4 2024-03-12 0001789940 First Watch Restaurant Group, Inc. FWRG 0001970599 Paresky David PRUDENTIAL TOWER, 800 BOYLSTON STREET, STREET, SUITE 3300 BOSTON MA 02199-8069 true false Common Stock 2024-03-12 4 S 0 6900000 23.99 D 27189784 I See Notes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). Exhibit 99.1 (Footnotes to Form 4) is incorporated by reference. /s/ David Paresky 2024-03-14 EX-99.1 2 ef20024059_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

Footnotes to Form 4

(1)
The shares of common stock were sold in connection with a public offering of the common stock of the Issuer (including pursuant to the underwriters’ exercise of their over-allotment option) pursuant to the prospectus dated November 7, 2022, and accompanying registration statement on Form S-3 (File No. 333-268197). The shares were sold at a price per share equal to the public offering price.

(2)
Represents shares of common stock sold by the following entities: (i) 413,531 shares of common stock sold by Advent International GPE VIII Limited Partnership; (ii) 448,852 shares of common stock sold by Advent International GPE VIII-B-1 Limited Partnership; (iii) 334,671 shares of common stock sold by Advent International GPE VIII-B-2 Limited Partnership; (iv) 522,592 shares of common stock sold by Advent International GPE VIII-B-3 Limited Partnership; (v) 1,261,306 shares of common stock sold by Advent International GPE VIII-B Limited Partnership; (vi) 206,013 shares of common stock sold by Advent International GPE VIII-C Limited Partnership; (vii) 176,191 shares of common stock sold by Advent International GPE VIII-D Limited Partnership; (viii) 52,212 shares of common stock sold by Advent International GPE VIII-F Limited Partnership; (ix) 462,569 shares of common stock sold by Advent International GPE VIII-H Limited Partnership; (x) 430,132 shares of common stock sold by Advent International GPE VIII-I Limited Partnership; (xi) 422,694 shares of common stock sold by Advent International GPE VIII-J Limited Partnership (the funds set forth in the foregoing clauses (i)-(xi), the “Advent VIII Luxembourg Funds”); (xii) 969,996 shares of common stock sold by Advent International GPE VIII-A Limited Partnership; (xiii) 196,215 shares of common stock sold by Advent International GPE VIII-E Limited Partnership; (xiv) 332,794 shares of common stock sold by Advent International GPE VIII-G Limited Partnership; (xv) 198,334 shares of common stock sold by Advent International GPE VIII-K Limited Partnership; (xvi) 180,249 shares of common stock sold by Advent International GPE VIII-L Limited Partnership (the funds set forth in the foregoing clauses (xii)-(xvi), the “Advent VIII Cayman Funds”); (xvii) 15,263 shares of common stock sold by Advent Partners GPE VIII Limited Partnership; (xviii) 95,123 shares of common stock sold by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 18,340 shares of common stock sold by Advent Partners GPE VIII-A Limited Partnership; (xx) 12,689 shares of common stock sold by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 150,234 shares of common stock sold by Advent Partners GPE VIII-B Cayman Limited Partnership (the funds set forth in the foregoing clauses (xvii)-(xxi), the “Advent VIII Partners Funds” and together with the Advent VIII Luxembourg Funds and the Advent VIII Cayman Funds, the “Advent VIII Funds”).

(3)
Following the reported transactions, Advent International, L.P. (“Advent”) manages funds that collectively own 27,189,784 shares of common stock of the Issuer, which are represented as follows: (i) 1,629,538 shares of common stock held by Advent International GPE VIII Limited Partnership; (ii) 1,768,722 shares of common stock held by Advent International GPE VIII-B-1 Limited Partnership; (iii) 1,318,786 shares of common stock held by Advent International GPE VIII-B-2 Limited Partnership; (iv) 2,059,301 shares of common stock held by Advent International GPE VIII-B-3 Limited Partnership; (v) 4,970,235 shares of common stock held by Advent International GPE VIII-B Limited Partnership; (vi) 811,806 shares of common stock held by Advent International GPE VIII-C Limited Partnership; (vii) 694,292 shares of common stock held by Advent International GPE VIII-D Limited Partnership; (viii) 205,745 shares of common stock held by Advent International GPE VIII-F Limited Partnership; (ix) 1,822,775 shares of common stock held by Advent International GPE VIII-H Limited Partnership; (x) 1,694,958 shares of common stock held by Advent International GPE VIII-I Limited Partnership; (xi) 1,665,647 shares of common stock held by Advent International GPE VIII-J Limited Partnership; (xii) 3,822,311 shares of common stock held by Advent International GPE VIII-A Limited Partnership; (xiii) 773,196 shares of common stock held by Advent International GPE VIII-E Limited Partnership; (xiv) 1,311,390 shares of common stock held by Advent International GPE VIII-G Limited Partnership; (xv) 781,542 shares of common stock held by Advent International GPE VIII-K Limited Partnership; (xvi) 710,279 shares of common stock held by Advent International GPE VIII-L Limited Partnership; (xvii) 60,145 shares of common stock held by Advent Partners GPE VIII Limited Partnership; (xviii) 374,838 shares of common stock held by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 72,272 shares of common stock held by Advent Partners GPE VIII-A Limited Partnership; (xx) 50,002 shares of common stock held by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 592,004 shares of common stock held by Advent Partners GPE VIII-B Cayman Limited Partnership.

(4)
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 Advent International GP, LLC is the general partner of Advent,  and may each be deemed to have voting and dispositive power over the shares held by the Advent VIII Funds.

(5)
The Reporting Person is a Principal of Advent and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose.