0000809248-19-000072.txt : 20190815
0000809248-19-000072.hdr.sgml : 20190815
20190815113401
ACCESSION NUMBER: 0000809248-19-000072
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190813
FILED AS OF DATE: 20190815
DATE AS OF CHANGE: 20190815
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sloane Alexander R
CENTRAL INDEX KEY: 0001771894
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33174
FILM NUMBER: 191029105
MAIL ADDRESS:
STREET 1: 853 BROADWAY, SUITE 2014
CITY: NEW YORK
STATE: NY
ZIP: 10003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CARROLS RESTAURANT GROUP, INC.
CENTRAL INDEX KEY: 0000809248
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 161287774
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 968 JAMES STREET
CITY: SYRACUSE
STATE: NY
ZIP: 13203
BUSINESS PHONE: 315-424-0513
MAIL ADDRESS:
STREET 1: 968 JAMES STREET
CITY: SYRACUSE
STATE: NY
ZIP: 13203
FORMER COMPANY:
FORMER CONFORMED NAME: CARROLS HOLDINGS CORP
DATE OF NAME CHANGE: 19870113
4
1
wf-form4_156588322425420.xml
FORM 4
X0306
4
2019-08-13
0
0000809248
CARROLS RESTAURANT GROUP, INC.
TAST
0001771894
Sloane Alexander R
853 BROADWAY, SUITE 2014
NEW YORK
NY
10003
1
0
1
0
Common Stock, par value $0.01 per share
2019-08-13
4
P
0
200
7.50
A
11909
D
Common Stock, par value $0.01 per share
2019-08-13
4
P
0
4999
7.51
A
16908
D
Common Stock, par value $0.01 per share
2019-08-13
4
P
0
140
7.52
A
17048
D
Common Stock, par value $0.01 per share
2019-08-13
4
P
0
420
7.53
A
17468
D
Common Stock, par value $0.01 per share
2019-08-13
4
P
0
301
7.54
A
17769
D
Common Stock, par value $0.01 per share
2019-08-13
4
P
0
7255
7.56
A
25024
D
Common Stock, par value $0.01 per share
7364413
I
See footnotes
Series C Convertible Pref. Stock, par value $0.01 per share
10000
I
See footnotes
These shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Carrols Restaurant Group, Inc (the "Issuer" are owned of record by Cambridge Franchise Holdings, LLC ("CFH") and were acquired by CFH pursuant to the Agreement and Plan of Merger, dated as of February 19, 2019 (the "Merger Agreement"), by and among the Issuer, Carrols Holdco Inc., GRC MergerSub Inc., GRC MergerSub LLC, Cambridge Franchise Partners, LLC ("CFP"), CFH and New CFH, LLC.
Matthew Perelman and Alexander Sloane are the managing principals of CFP, which is the sole member and manager of CFH. Accordingly, each of Matthew Perelman, Alexander Sloane and CFP may be deemed to beneficially own the securities of the Issuer held by CFH. The filing of this statement on Form 4 shall not be deemed an admission that any of the reporting persons beneficially owns any securities of the Issuer not owned directly by such reporting person, and each reporting person disclaims any beneficial ownership of any securities of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, except to the extent of such reporting person's pecuniary interest therein. The reporting persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group.
Each of Matthew Perelman and Alexander Sloane was appointed to the board of directors of the Issuer as a representative of CFH and, pursuant to the Registration Rights and Stockholders' Agreement entered into by the Issuer and CFH on April 30, 2019, CFH has certain rights to nominate directors for election to the board of directors of the Issuer. Accordingly, each of CFH and CFP may be deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act.
These shares of Series C Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), of the Issuer are held of record by CFH and were acquired by CFH pursuant to the Merger Agreement. The Series C Preferred Stock is not convertible into Common Stock unless and until the stockholders of the Issuer approve the issuance of shares of Common Stock upon such conversion in accordance with the applicable rules of the Nasdaq Stock Market LLC. Upon the receipt of such stockholder approval, each share of Series C Preferred Stock will automatically convert into a number of shares of Common Stock determined in accordance with the certificate of designations pursuant to which the Series C Preferred stock was issued. The Series C Preferred Stock is initially convertible into an aggregate of 7,450,402 shares of Common Stock.
/s/ Alexander R. Sloane
2019-08-15