Filing Details

The Habit Restaurants, Inc.

(Name of Issuer)

Class A Common Stock, par value $.01 per share

(Title of Class of Securities)

40449J103

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Greenhouse Funds LLLP, a Delaware limited liability limited partnership (“Greenhouse”), Greenhouse GP LLC, a Delaware limited liability company (“Greenhouse GP”), and Mr. Joseph Milano, the principal of Greenhouse and Greenhouse GP (collectively with Greenhouse and Greenhouse GP, the “Reporting Persons”), relating to Class A Common Stock, par value $.01 per share (the “Class A Common Stock”), of The Habit Restaurants, Inc., a Delaware corporation  (the “Issuer”).

This Schedule 13G relates to Class A Common Stock of the Issuer purchased by Greenhouse through the accounts of certain private funds and managed accounts (collectively, the “Greenhouse Accounts”).  Greenhouse serves as the investment adviser to the Greenhouse Accounts and may direct the vote and disposition of the 1,654,204 shares of Class A Common Stock held by the Greenhouse Accounts.  Greenhouse GP serves as the general partner of Greenhouse and may direct Greenhouse to direct the vote and disposition of the 1,654,204 shares of Class A Common Stock held by the Greenhouse Accounts.  As the principal of Greenhouse and Greenhouse GP, Mr. Milano may direct the vote and disposition of the 1,654,204 shares of Class A Common Stock held by the Greenhouse Accounts.

The Habit Restaurants, Inc. (the “Issuer”)

17320 Red Hill Avenue, Suite 140

Irvine, CA 92614

Greenhouse Funds LLLP (“Greenhouse”), Greenhouse GP LLC (“Greenhouse GP”) and Mr. Joseph Milano.

650 S. Exeter St

Suite 1080

Baltimore, MD 21202

Greenhouse is a limited liability limited partnership organized under the laws of the State of Delaware.  Greenhouse GP is a limited liability company organized under the laws of the State of Delaware.  Mr. Milano is the principal of Greenhouse and Greenhouse GP and is a United States citizen.

Class A Common Stock, par value $.01 per share (the “Class A Common Stock”).

40449J103

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

As of December 31, 2019:

(a)  The Reporting Persons were each the beneficial owner of the 1,654,204 shares of Class A Common Stock held by the Greenhouse Accounts.

(b)  The Reporting Persons were each the beneficial owner of 8.0% of the shares of Class A Common Stock outstanding as of October 28, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 31, 2019.

(c)  Greenhouse, as the investment adviser to the Greenhouse Accounts, could direct the voting and disposition of the 1,654,204 shares of Class A Common Stock held by the Greenhouse Accounts.  Greenhouse GP, as the general partner of Greenhouse, could direct Greenhouse to direct the voting and disposition of the 1,654,204 shares of Class A Common Stock held by the Greenhouse Accounts.  As the principal of Greenhouse and Greenhouse GP, Mr. Milano may direct the voting and disposition of the 1,654,204 shares of Class A Common Stock held by the Greenhouse Accounts.

Inapplicable.

Item 6               Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

Item 7            Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8            Identification and Classification of Members of the Group.

Inapplicable.

Item 9            Notice of Dissolution of Group.

Inapplicable.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Joint Filing Agreement dated January 29, 2020, by and among Greenhouse, Greenhouse GP and Mr. Milano.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  January 29, 2020

GREENHOUSE FUNDS LLLP

By:  Greenhouse GP LLC, its general partner

By:      /s/ Joseph Milano

  Joseph Milano

  Authorized Person

GREENHOUSE GP LLC

By:      /s/ Joseph Milano

  Joseph Milano

  Authorized Person

Joseph Milano

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock, par value $.01 per share, of The Habit Restaurants, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 29, 2020.