0000809248-24-000082.txt : 20240517 0000809248-24-000082.hdr.sgml : 20240517 20240517123600 ACCESSION NUMBER: 0000809248-24-000082 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: Cross Richard G CENTRAL INDEX KEY: 0001574549 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33174 FILM NUMBER: 24958589 MAIL ADDRESS: STREET 1: 968 JAMES STREET CITY: SYRACUSE STATE: NY ZIP: 13203 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_1715963750.xml FORM 4 X0508 4 2024-05-16 1 0000809248 CARROLS RESTAURANT GROUP, INC. TAST 0001574549 Cross Richard G C/O CARROLS RESTAURANT GROUP, INC. 968 JAMES STREET SYRACUSE NY 13203 0 1 0 0 SVP, Chief Development Officer 0 Common Stock, $0.01 par value 2024-05-16 4 D 0 222586 D 0 D Common Stock, $0.01 par value (Restricted Common Stock) 2024-05-16 4 D 0 54552 D 0 D Common Stock, $0.01 par value (2023 Performance Stock Unit) 2024-05-16 4 M 0 70194 A 70194 D Common Stock, $0.01 par value (2023 Performance Stock Unit) 2024-05-16 4 D 0 70194 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 Employee Stock Option (Right to Buy) 7.12 2024-05-16 4 D 0 75000 9.55 D 2027-08-12 Common Stock 75000 0 D Performance Stock Unit (2023) 0 2024-05-16 4 A 0 70194 0 A Common Stock 70194 70194 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. This Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal $182,250, representing the difference between the exercise price of the Option and $9.55, multiplied by the number of shares of Common Stock underlying the Option. /s/ Richard Cross 2024-05-17