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Filing Details

Accession Number:: 0000809248-19-000072
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-08-15 11:34:01
Reporting Period:: 2019-08-13

Accepted Time:: 2019-08-15 11:34:01
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	2019-08-13	200	$7.50	11,909	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2019-08-13	4,999	$7.51	16,908	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2019-08-13	140	$7.52	17,048	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2019-08-13	420	$7.53	17,468	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2019-08-13	301	$7.54	17,769	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2019-08-13	7,255	$7.56	25,024	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
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	7,364,413	Indirect	See footnotes
Series C Convertible Pref. Stock, Par Value $0.01 Per Share	10,000	Indirect	See footnotes

Footnotes

These shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Carrols Restaurant Group, Inc (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.
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.
These shares of Series C Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), of the Issuer are held of record by CFH and were acquired by CFH pursuant to the Merger Agreement. The Series C Preferred Stock is not convertible into Common Stock unless and until the stockholders of the Issuer approve the issuance of shares of Common Stock upon such conversion in accordance with the applicable rules of the Nasdaq Stock Market LLC. Upon the receipt of such stockholder approval, each share of Series C Preferred Stock will automatically convert into a number of shares of Common Stock determined in accordance with the certificate of designations pursuant to which the Series C Preferred stock was issued. The Series C Preferred Stock is initially convertible into an aggregate of 7,450,402 shares of Common Stock.