| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
First Watch Restaurant Group, Inc. [ FWRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/12/2024 | S(1) | 21,995 | D | $24.43(2) | 431,871 | D | |||
| Common Stock | 03/12/2024 | M | 100,000 | A | $8.45 | 531,871 | D | |||
| Common Stock | 03/12/2024 | S | 100,000 | D | $24.45(3) | 431,871 | D | |||
| Common Stock | 500 | I | By daughter | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $8.45 | 03/12/2024 | M | 100,000 | (4) | 08/21/2027 | Common Stock | 100,000 | $0 | 935,825 | D | ||||
| Explanation of Responses: |
| 1. Represents the number of shares sold by First Watch Restaurant Group, Inc. on behalf of the reporting owner, which sale is mandatory pursuant to First Watch Restaurant Group, Inc.'s policies to cover necessary tax withholding obligations in connection with the vesting of restricted stock units. Such sales do not represent a discretionary trade by the reporting owner. |
| 2. The price reported in Column 4 is a weighted average price for the 21,995 shares. The individual range of sale prices for this transaction is $24.28 to $24.43. The reporting owner undertakes to provide to First Watch Restaurant Group, Inc., any security holder of First Watch Restaurant Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the range set forth in this Footnote. |
| 3. The price reported in Column 4 is a weighted average price for the 100,000 shares. The individual range of sale prices for this transaction is $24.18 to $24.66. The reporting owner undertakes to provide to First Watch Restaurant Group, Inc., any security holder of First Watch Restaurant Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the range set forth in this Footnote. |
| 4. The stock options representing a right to purchase a total of 1,035,825 shares, became partially exercisable, as follows: (a) 124,299 stock options vested on August 31, 2018, (b) 124,299 stock options vested on August 31, 2019, (c) 124,299 stock options vested on August 31, 2020, (d) 124,299 stock options vested on August 31, 2021, (e) 124,299 stock options vested on August 31, 2022, (e) 138,110 stock options vested on October 1, 2022, and (f) 138,110 stock options vested on October 1, 2023. 138,110 stock options will vest on June 30, 2024, subject to earlier forfeiture or cancellation. |
| Remarks: |
| /s/ Jay Wolszczak, as attorney-in-fact for Christopher Anthony Tomasso | 03/14/2024 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||