Edgar Filing: Habit Restaurants, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â KARP ALLAN W

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2014

3. Issuer Name and Ticker or Trading Symbol
Habit Restaurants, Inc. [HABT]

(Last)

(First)

(Middle)

172 SHORE ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

OLD GREENWICH,Â CTÂ 06870

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	3,224,550	I	By KarpReilly, LLC ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common LLC units	Â ⁽³⁾	Â ⁽³⁾	Class A common stock	14,191,645	$ 0	I	See Footnote ⁽³⁾
Class B common stock	Â ⁽¹⁾⁽²⁾	Â ⁽¹⁾⁽²⁾	Class B common stock	10,967,095	$ ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽²⁾	See Footnote ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KARP ALLAN W 172 SHORE ROAD OLD GREENWICH,Â CTÂ 06870	Â X	Â	Â	Â

Signatures

By: /s/ Ira Fils, attorney-in-fact		11/19/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The Reporting Person, Mr. Allan Karp, is a founding partner of KarpReilly, LLC. Mr. Karp may be deemed the beneficial owners of all the securities held by the entities affiliated with KarpReilly, LLC, as hereinafter described. Mr. Karp, along with Mr. Christopher Reilly, as the sole managers of KarpReilly GP, LLC ("KarpReilly GP"), which is the managing member of KarpReilly HB Co-Invest, LLC ("KarpReilly HB") and Habit Restaurant Co-Invest, LLC ("Habit Co-Invest"), have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KarpReilly HB.
(2)	(Continued from Footnote 1) KarpReilly GP also has voting and dispositive control over the securities of The Habit Restaurants, Inc. and The Habit Restaurants, LLC held by each of JPM Direct and 522 5th, and therefore Mr. Karp may also be deemed the beneficial owner of such securities. Additionally, Mr. Karp, along with Mr. Christopher Reilly, as the sole managers of KarpReilly Investments, LLC ("KarpReilly Investments"), have sole voting and dispositive power over and may be deemed the beneficial owners of all of the securities of KR Investments. Mr. Karp disclaims ownership of such shares except to the extent of his pecuniary interests therein.
(3)	Pursuant to the terms of the Amended & Restated LLC Agreement of The Habit Restaurants, LLC, KarpReilly HB and KarpReilly Investments may exchange all or a portion of its vested common units (along with an equal number of its Class B Shares) at any time for shares of Class A common stock of the Issuer (or, at the Issuer's option, cash) on a one-for-one basis.
Â Remarks: (4)Â IraÂ FilsÂ isÂ signingÂ onÂ behalfÂ ofÂ AllanÂ KarpÂ pursuantÂ toÂ theÂ LimitedÂ PowerÂ ofÂ AttorneyÂ datedÂ NovemberÂ 17,Â 2014,Â whichÂ isÂ attachedÂ heretoÂ asÂ anÂ exhibit.

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