Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
SCHEDULE 13G
(Amendment No. )
(Rule 13d-102)
(Amendment No. )
(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(b)
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
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The Habit Restaurants, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
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40449J103
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(CUSIP Number)
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December 31, 2019
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
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CUSIP No. 40449J103
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13G
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1
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NAME OF REPORTING PERSONS
Greenhouse Funds LLLP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,654,204
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,654,204
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,654,204
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% **
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12
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TYPE OF REPORTING PERSON*
IA, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
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CUSIP No. 40449J103
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13G
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1
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NAME OF REPORTING PERSONS
Greenhouse GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,654,204
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,654,204
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,654,204
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% **
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12
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TYPE OF REPORTING PERSON*
HC, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
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CUSIP No. 40449J103
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13G
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1
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NAME OF REPORTING PERSONS
Joseph Milano
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,654,204
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,654,204
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,654,204
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% **
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
SCHEDULE 13G
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.
Item 1(a) Name of Issuer.
The Habit Restaurants, Inc. (the “Issuer”)
Item 1(b) Address of Issuer’s Principal Executive Offices.
17320 Red Hill Avenue, Suite 140
Irvine, CA 92614
Item 2(a) Name of Person Filing.
Greenhouse Funds LLLP (“Greenhouse”), Greenhouse GP LLC (“Greenhouse GP”) and Mr. Joseph Milano.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
650 S. Exeter St
Suite 1080
Baltimore, MD 21202
Item 2(c) Citizenship or Place of Organization.
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.
Item 2(d) Title of Class of Securities.
Class A Common Stock, par value $.01 per share (the “Class A Common Stock”).
Item 2(e) CUSIP Number.
40449J103
Item 3 Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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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).
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4 Ownership.
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.
Item 5 Ownership of Five Percent or Less of a Class.
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.
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 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.
Exhibit Exhibit
99.1
Joint Filing Agreement dated January 29, 2020, by and among Greenhouse, Greenhouse GP and Mr. Milano.
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: 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
/s/ Joseph Milano
Joseph Milano
EXHIBIT 99.1
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.
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
/s/ Joseph Milano
Joseph Milano