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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Colosi Scott Matthew C/O TEXAS ROADHOUSE, INC. 6040 DUTCHMANS LANE LOUISVILLE, KY 40205 |
President |
/s/ Celia Catlett, by Power of Attorney | 12/01/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This amendment is being filed to include the Fair Market Value (as defined in the Franchise Agreement) of each share issued pursuant to the Purchase Agreement (as hereinafter defined) and calculated in accordance with the formula set forth in that certain Franchise Agreement dated September 8, 2004 (as amended, the "Franchise Agreement") between Texas Roadhouse Development Corporation and Roadhouse of New Berlin, LLC. |
(2) | On November 26, 2014, pursuant to a Member Interest Purchase Agreement (the "Purchase Agreement") by and among the issuer and Roadhouse of New Berlin Holdings, Inc. ("New Berlin"), inter alia, the issuer issued common stock to the stockholders of New Berlin, including the reporting person, in exchange for New Berlin's membership interests in a franchisee of the issuer. The aggregate number of shares issued to the New Berlin stockholders was determined in accordance with a formula set forth in the Franchise Agreement. Under certain circumstances set forth in the Purchase Agreement, the issuer may redeem up to ten percent (10%) of the reported securities within six (6) months of the date of their issuance. |