13G
| CUSIP No. 40449J103 | Page 1 of 7 Pages |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
Under the Securities Exchange Act of 1934
The Habit Restaurants, Inc.
(Name of Issuer)
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
40449J103
(CUSIP Number)
November 19, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
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| CUSIP No. 40449J103 | Page 2 of 7 Pages |
| 1. | Name of reporting person
Brent B. Reichard | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
474,740 | ||||
| 6. | Shared voting power
1,855,163 | |||||
| 7. | Sole dispositive power
474,740 | |||||
| 8. | Shared dispositive power
1,855,163 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
2,329,903 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
8.97% | |||||
| 12. | Type of reporting person
IN | |||||
13G
| CUSIP No. 40449J103 | Page 3 of 7 Pages |
| 1. | Name of reporting person
Reichard Bros. Enterprises, Inc. | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
California | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
— | ||||
| 6. | Shared voting power
1,733,965 | |||||
| 7. | Sole dispositive power
— | |||||
| 8. | Shared dispositive power
1,733,965 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
1,733,965 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
6.87% | |||||
| 12. | Type of reporting person
CO | |||||
13G
| CUSIP No. 40449J103 | Page 4 of 7 Pages |
SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Brent B. Reichard and Reichard Bros. Enterprises, Inc., a California Corporation (“RBE”, and together with Mr. Reichard, the “Reporting Persons”).
This Schedule 13G relates to the Class A common stock, par value $0.01 per share (the “Common Stock”), of The Habit Restaurants, Inc., a Delaware corporation (the “Issuer”).
| Item 1(a) | Name of Issuer. |
The Habit Restaurants, Inc.
| Item(b) | Address of Issuer’s Principal Executive Offices. |
17320 Red Hill Avenue
Suite 140
Irvine, CA 92614
| Item 2(a) | Name of Person Filing. |
| (1) | Brent B. Reichard |
| (2) | Reichard Bros. Enterprises, Inc. |
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
For all Reporting Persons:
23 Hitchcock Way
Suite 107
Santa Barbara, CA 93105
| Item 2(c) | Citizenship or Place of Organization. |
| (1) | Brent B. Reichard is a U.S. Citizen. |
| (2) | Reichard Bros. Enterprises, Inc. is a California corporation. |
| Item 2(d) | Title of Class of Securities. |
Class A common stock, par value $0.01 per share.
| Item 2(e) | CUSIP Number. |
40449J103
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| CUSIP No. 40449J103 | Page 5 of 7 Pages |
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||||
| (e) | ¨ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||||||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||||||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||||
| Item 4 | Ownership. |
| (a) – (c) | The information required by Item 4(a) through (c) is summarized in the table below.
RBE beneficially owns 1,733,965 shares of Common Units that it holds in The Habit Restaurants, LLC, directly. Additionally, Mr. Reichard, as president of RBE, may be deemed the beneficial owner of the 1,733,965 shares of Common Units beneficially owned by RBE in The Habit Restaurants, LLC directly.
Mr. Reichard beneficially owns 474,740 shares of Common Units that he holds in The Habit Restaurants, LLC directly. Additionally, as sole manager of Habit Founders, LLC, a California limited liability company, Mr. Reichard may be deemed to beneficially own the 121,198 shares of Common Units held by Habit Founders, LLC. All such Common Units in The Habit Restaurants, LLC may be exchanged, pursuant to Exchange Procedures detailed in the Limited Liability Company Agreement of The Habit Restaurants, LLC, for cash or shares of Class A Common Stock of The Habit Restaurants, Inc., at the Issuer’s election. | |||
| (a) | (b) | (c)(i) | (c)(ii) | (c)(iii) | (c)(iv) | |||||||||||||||||||
| Voting Power | Disposition Power | |||||||||||||||||||||||
| Reporting Persons |
Beneficially Owned |
Percent of Class |
Sole | Shared | Sole | Shared | ||||||||||||||||||
| Reichard Bros. Enterprises, Inc. |
1,733,965 | 6.87 | % | 1,733,965 | 1,733,965 | |||||||||||||||||||
| Brent B. Reichard |
2,329,903 | 8.97 | % | 474,740 | 1,855,163 | 474,740 | 1,855,163 | |||||||||||||||||
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
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| CUSIP No. 40449J103 | Page 6 of 7 Pages |
| 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.
| Item 10 | Certification. |
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 were 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.
| Exhibits | Exhibit 99.1 |
Joint Filing Agreement, dated February 5, 2015, by and Brent B. Reichard and Reichard Bros. Enterprises, Inc.
13G
| CUSIP No. 40449J103 | Page 7 of 7 Pages |
SIGNATURE
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: February 11, 2015
| REICHARD BROS. ENTERPRISES, INC. | ||||
| By: | /s/ Brent Reichard | |||
| Name: | Brent B. Reichard | |||
| Title: | President | |||
| /s/ Brent Reichard | ||||
| Brent B. Reichard | ||||