Gretta B. Miles - 16 May 2024 Form 4 Insider Report for CARROLS RESTAURANT GROUP, INC.

Role
VP, Controller, Asst Treasurer
Signature
/s/ Gretta B. Miles
Issuer symbol
N/A
Transactions as of
16 May 2024
Net transactions value
-$238,750
Form type
4
Filing time
17 May 2024, 12:32:22 UTC
Previous filing
17 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TAST Common Stock, $0.01 par value Disposed to Issuer -47,690 -100% 0 16 May 2024 Direct F1
transaction TAST Common Stock, $0.01 par value (Restricted Common Stock) Disposed to Issuer -48,600 -100% 0 16 May 2024 Direct F2
transaction TAST Common Stock, $0.01 par value (2024 Performance Stock Unit) Options Exercise +9,019 9,019 16 May 2024 Direct F3
transaction TAST Common Stock, $0.01 par value (2024 Performance Stock Unit) Disposed to Issuer -9,019 -100% 0 16 May 2024 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TAST Employee Stock Option (Right to Buy) Disposed to Issuer $238,750 -25,000 -100% $9.55 0 16 May 2024 Common Stock 25,000 $7.12 Direct F4
transaction TAST Performance Stock Unit (2024) Award $0 +9,019 $0.000000 9,019 16 May 2024 Common Stock 9,019 $0.000000 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gretta B. Miles is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On May 16, 2024, Carrols Restaurant Group, Inc. (the "Company") consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 16, 2024 (the "Merger Agreement"), by and among the Company, Restaurant Brands International Inc. and BK Cheshire Corp. (the "Closing"). Upon the Closing, each outstanding share of common stock, par value $0.01 per share, of the Company ("Common Stock") was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement.
F2 Upon the Closing, each outstanding restricted share of Common Stock was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement.
F3 Upon the Closing, each performance stock unit granted in 2024 (and any dividend equivalent units accrued thereon) vested assuming target level performance of the applicable performance goals and was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement.
F4 This Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal $60,750, representing the difference between the exercise price of the Option and $9.55, multiplied by the number of shares of Common Stock underlying the Option.