Andrew Rechtschaffen - Oct 30, 2023 Form 4 Insider Report for Fiesta Restaurant Group, Inc. (FRGI)

Role: Director
Signature: By: /s/ Andrew Rechtschaffen
Stock symbol: FRGI
Transactions as of: Oct 30, 2023
Transactions value $: -$21,672,977
Form type: 4
Date filed: 11/1/2023, 01:27 PM
Previous filing: May 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FRGI	Common Stock, par value $0.01 per share	Disposed to Issuer	-$378K	-44.5K	-100%	$8.50	0	Oct 30, 2023	Direct	F1
transaction	FRGI	Common Stock, par value $0.01 per share	Disposed to Issuer	-$21.3M	-2.51M	-100%	$8.50	0	Oct 30, 2023	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew Rechtschaffen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 6, 2023, by and among the Issuer, Fiesta Holdings, LLC, a Delaware limited liability company ("Parent"), and Fiesta Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, in exchange for cash consideration of $8.50 per share of common stock of the Issuer on the effective date of the merger.
F2	Securities owned directly by AREX Capital Master Fund, LP ("AREX Capital Master") and held in certain accounts (the "AREX Managed Account") managed by AREX Capital Management, LP ("AREX Capital Management"), which also acts as the investment advisor to AREX Capital Master. The Reporting Person, solely by virtue of his position as the managing member of each of AREX Capital GP, LLC, the general partner of AREX Capital Master, and AREX Capital Management GP, LLC, the general partner of AREX Capital Management, may be deemed to beneficially own the securities owned directly by AREX Capital Master and held in the AREX Managed Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Content

Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 6, 2023, by and among the Issuer, Fiesta Holdings, LLC, a Delaware limited liability company ("Parent"), and Fiesta Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, in exchange for cash consideration of $8.50 per share of common stock of the Issuer on the effective date of the merger.

Securities owned directly by AREX Capital Master Fund, LP ("AREX Capital Master") and held in certain accounts (the "AREX Managed Account") managed by AREX Capital Management, LP ("AREX Capital Management"), which also acts as the investment advisor to AREX Capital Master. The Reporting Person, solely by virtue of his position as the managing member of each of AREX Capital GP, LLC, the general partner of AREX Capital Master, and AREX Capital Management GP, LLC, the general partner of AREX Capital Management, may be deemed to beneficially own the securities owned directly by AREX Capital Master and held in the AREX Managed Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.