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Filing Details

Accession Number:: 0001213900-20-005310
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-03 16:59:47
Reporting Period:: 2020-02-28

Accepted Time:: 2020-03-03 16:59:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
809248	Carrols Restaurant Group Inc.	TAST	Retail-Eating Places (5812)	161287774

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1771894	R Alexander Sloane	853 Broadway, Suite 2014 New York NY 10003		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $0.01 Per Share	Acquisiton	2020-02-28	8,294	$3.97	33,352	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2020-02-28	400	$3.97	33,752	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2020-02-28	5,296	$4.01	39,048	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2020-02-28	11,326	$4.06	50,374	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	14,814,815	Indirect	See footnotes

Footnotes

These shares of Common Stock, par value $0.01 per share (the "Common Stock"), of 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. On April 30, 2019, at the closing of the transactions contemplated by the Merger Agreement, CFH acquired 7,364,413 shares of Common Stock and 10,000 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), of the Issuer. (Continued to Footnote 2)
(Continued from Footnote 1) The certificate of designations pursuant to which the Series C Preferred Stock was issued provided that the Series C Preferred Stock was not convertible into Common Stock unless and until stockholders of the Issuer approved the issuance of shares of Common Stock upon such conversion in accordance with the applicable rules of the Nasdaq Stock Market LLC and provided that, upon such stockholder approval, the Series C Preferred Stock would automatically convert into an aggregate of 7,450,402 shares of Common Stock, subject to adjustment in accordance with the certificate of designations. On August 29, 2019, at the 2019 annual meeting of the Issuer's stockholders, the Issuer's stockholders approved the issuance of shares of Common Stock upon the conversion of the Series C Preferred Stock and the 10,000 shares of Series C Preferred Stock automatically converted into 7,450,402 shares of Common Stock.
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.