| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
First Watch Restaurant Group, Inc. [ FWRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/08/2025 | S | 4,400,000 | D | $17.67 | 5,289,784 | I | See footnotes(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 for text of footnote (1). |
| Remarks: |
| Exhibit 99.1 (Footnotes to Form 4) is incorporated by reference. |
| ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance | 09/10/2025 | |
| ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance | 09/10/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
Footnotes to Form 4
| (1) |
Represents shares of common stock sold by the following entities: (i) 263,701 shares of common stock sold by Advent International GPE VIII Limited Partnership; (ii) 286,224 shares of
common stock sold by Advent International GPE VIII-B-1 Limited Partnership; (iii) 213,413 shares of common stock sold by Advent International GPE VIII-B-2 Limited Partnership; (iv) 333,247 shares of common stock sold by Advent International
GPE VIII-B-3 Limited Partnership; (v) 804,311 shares of common stock sold by Advent International GPE VIII-B Limited Partnership; (vi) 131,371 shares of common stock sold by Advent International GPE VIII-C Limited Partnership; (vii) 112,354
shares of common stock sold by Advent International GPE VIII-D Limited Partnership; (viii) 33,295 shares of common stock sold by Advent International GPE VIII-F Limited Partnership; (ix) 294,972 shares of common stock sold by Advent
International GPE VIII-H Limited Partnership; (x) 274,287 shares of common stock sold by Advent International GPE VIII-I Limited Partnership; (xi) 269,544 shares of common stock sold by Advent International GPE VIII-J Limited Partnership (the
funds set forth in the foregoing clauses (i)-(xi), the “Advent VIII Luxembourg Funds”); (xii) 618,548 shares of common stock sold by Advent International GPE VIII-A Limited Partnership; (xiii) 125,123 shares of common stock sold by Advent
International GPE VIII-E Limited Partnership; (xiv) 212,216 shares of common stock sold by Advent International GPE VIII-G Limited Partnership; (xv) 126,474 shares of common stock sold by Advent International GPE VIII-K Limited Partnership;
(xvi) 114,941 shares of common stock sold by Advent International GPE VIII-L Limited Partnership (the funds set forth in the foregoing clauses (xii)-(xvi), the “Advent VIII Cayman Funds”); (xvii) 9,733 shares of common stock sold by Advent
Partners GPE VIII Limited Partnership; (xviii) 60,658 shares of common stock sold by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 11,695 shares of common stock sold by Advent Partners GPE VIII-A Limited Partnership; (xx) 8,092
shares of common stock sold by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 95,801 shares of common stock sold by Advent Partners GPE VIII-B Cayman Limited Partnership (the funds set forth in the foregoing clauses
(xvii)-(xxi), the “Advent VIII Partners Funds” and together with the Advent VIII Luxembourg Funds and the Advent VIII Cayman Funds, the “Advent VIII Funds”).
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| (2) |
Following the reported transactions, Advent International, L.P. (f/k/a Advent International Corporation, “Advent”) manages funds that collectively own 5,289,784 shares of common
stock of the Issuer, which are represented as follows: (i) 317,027 shares of common stock held by Advent International GPE VIII Limited Partnership; (ii) 344,106 shares of common stock held by Advent International GPE VIII-B-1 Limited
Partnership; (iii) 256,571 shares of common stock held by Advent International GPE VIII-B-2 Limited Partnership (iv) 400,638 shares of common stock held by Advent International GPE VIII-B-3 Limited Partnership; (v) 966,962 shares of common
stock held by Advent International GPE VIII-B Limited Partnership; (vi) 157,937 shares of common stock held by Advent International GPE VIII-C Limited Partnership; (vii) 135,075 shares of common stock held by Advent International GPE VIII-D
Limited Partnership; (viii) 150,425 shares of common stock held by Advent International GPE VIII-E Limited Partnership; (ix) 40,028 shares of common stock held by Advent International GPE VIII-F Limited Partnership; (x) 255,132 shares of
common stock held by Advent International GPE VIII-G Limited Partnership; (xi) 354,621 shares of common stock held by Advent International GPE VIII-H Limited Partnership; (xii) 329,755 shares of common stock held by Advent International GPE
VIII-I Limited Partnership; (xiii) 324,052 shares of common stock held by Advent International GPE VIII-J Limited Partnership; (xiv) 138,185 shares of common stock held by Advent International GPE VIII-L Limited Partnership; (xv) 11,701
shares of common stock held by Advent Partners GPE VIII Limited Partnership; (xvi) 14,060 shares of common stock held by Advent Partners GPE VIII-A Limited Partnership; (xvii) 115,175 shares of common stock held by Advent Partners GPE VIII-B
Cayman Limited Partnership; (xviii) 743,632 shares of common stock held by Advent International GPE VIII-A Limited Partnership; (xxix) 152,049 shares of common stock held by Advent International GPE VIII-K Limited Partnership; (xx) 72,925
shares of common stock held by Advent Partners GPE VIII Cayman Limited Partnership; and (xxi) 9,728 shares of common stock held by Advent Partners GPE VIII-A Cayman Limited Partnership.
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| (3) |
GPE VIII GP S.a.r.l. is the general partner of the Advent VIII Luxembourg Funds. GPE VIII GP Limited Partnership is the general partner of the Advent VIII Cayman Funds. AP GPE VIII
GP Limited Partnership is the general partner of the Advent VIII Partners Funds. Advent International GPE VIII, LLC is the manager of GPE VIII GP S.a.r.l. and the general partner of each of GPE VIII GP Limited Partnership and AP GPE VIII GP
Limited Partnership. Advent is the manager of Advent International GPE VIII, LLC, and Advent International GP, LLC is the general partner of Advent, and may each be deemed to have voting and dispositive power over the shares held by the
Advent VIII Funds.
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| (4) |
Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of
these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.
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