0000809248-24-000080.txt : 20240517 0000809248-24-000080.hdr.sgml : 20240517 20240517123347 ACCESSION NUMBER: 0000809248-24-000080 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240516 FILED AS OF DATE: 20240517 DATE AS OF CHANGE: 20240517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landaw Jared L. CENTRAL INDEX KEY: 0001439001 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33174 FILM NUMBER: 24958575 MAIL ADDRESS: STREET 1: 101 WEST 79TH STREET - 12B CITY: NEW YORK STATE: NY ZIP: 10024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARROLS RESTAURANT GROUP, INC. CENTRAL INDEX KEY: 0000809248 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services 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 wk-form4_1715963617.xml FORM 4 X0508 4 2024-05-16 1 0000809248 CARROLS RESTAURANT GROUP, INC. TAST 0001439001 Landaw Jared L. C/O CARROLS RESTAURANT GROUP, INC. 968 JAMES STREET SYRACUSE NY 13023 0 1 0 0 SVP, GC, Secretary 0 Common Stock, $0.01 par value 2024-05-16 4 D 0 100734 D 0 D Common Stock, $0.01 par value (Restricted Common Stock) 2024-05-16 4 D 0 76148 D 0 D Common Stock, $0.01 par value (2023 Performance Stock Unit) 2024-05-16 4 M 0 110834 A 110834 D Common Stock, $0.01 par value (2023 Performance Stock Unit) 2024-05-16 4 D 0 110834 D 0 D Common Stock, $0.01 par value (2024 Performance Stock Unit) 2024-05-16 4 M 0 15032 A 15032 D Common Stock, $0.01 par value (2024 Performance Stock Unit) 2024-05-16 4 D 0 15032 D 0 D Performance Stock Unit (2023) 0 2024-05-16 4 A 0 110834 0 A Common Stock 110834 110834 D Performance Stock Unit (2024) 0 2024-05-16 4 A 0 15032 0 A Common Stock 15032 15032 D On May 16, 2024, Carrols Restaurant Group, Inc. (the "Company") consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 16, 2024 (the "Merger Agreement"), by and among the Company, Restaurant Brands International Inc. and BK Cheshire Corp. (the "Closing"). Upon the Closing, each outstanding share of common stock, par value $0.01 per share, of the Company ("Common Stock") was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement. Upon the Closing, each outstanding restricted share of Common Stock was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement. Upon the Closing, each performance stock unit granted in 2023 (and any dividend equivalent units accrued thereon) vested assuming maximum level performance of the applicable performance goals and was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement. Upon the Closing, each performance stock unit granted in 2024 (and any dividend equivalent units accrued thereon) vested assuming target level performance of the applicable performance goals and was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement. /s/ Jared L. Landaw 2024-05-17