| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TAST | Common Stock, $0.01 par value | Disposed to Issuer | -128K | -100% | 0 | May 16, 2024 | Direct | F1 | ||
| transaction | TAST | Common Stock, $0.01 par value (Restricted Common Stock) | Disposed to Issuer | -72.9K | -100% | 0 | May 16, 2024 | Direct | F2 | ||
| transaction | TAST | Common Stock, $0.01 par value (2023 Performance Stock Unit) | Options Exercise | +111K | 111K | May 16, 2024 | Direct | F3 | |||
| transaction | TAST | Common Stock, $0.01 par value (2023 Performance Stock Unit) | Disposed to Issuer | -111K | -100% | 0 | May 16, 2024 | Direct | F3 | ||
| transaction | TAST | Common Stock, $0.01 par value (2024 Performance Stock Unit) | Options Exercise | +20K | 20K | May 16, 2024 | Direct | F4 | |||
| transaction | TAST | Common Stock, $0.01 par value (2024 Performance Stock Unit) | Disposed to Issuer | -20K | -100% | 0 | May 16, 2024 | Direct | F4 |
| 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 | -$716K | -75K | -100% | $9.55 | 0 | May 16, 2024 | Common Stock | 75K | $7.12 | Direct | F5 |
| transaction | TAST | Performance Stock Unit (2023) | Award | $0 | +111K | $0.00 | 111K | May 16, 2024 | Common Stock | 111K | $0.00 | Direct | F3 | |
| transaction | TAST | Performance Stock Unit (2024) | Award | $0 | +20K | $0.00 | 20K | May 16, 2024 | Common Stock | 20K | $0.00 | Direct | F4 |
Joseph W. Hoffman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 during 2023 (and any dividend equivalent units accrued thereon) vested assuming maximum 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 | Upon the Closing, each performance stock unit granted during 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. |
| F5 | This Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal $182,250, 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. |