| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TAST | Common Stock, par value $0.01 per share | Sale | -1.96M | -13.6% | 12.4M | Dec 3, 2023 | See Footnotes | F1, F2, F3, F4 | ||
| holding | TAST | Common Stock, par value $0.01 per share | 283K | Dec 3, 2023 | Direct | F5 | |||||
| holding | TAST | Common Stock, par value $0.01 per share | 152K | Dec 3, 2023 | Direct | F6 |
| Id | Content |
|---|---|
| F1 | On November 13, 2023, Cambridge Franchise Holdings, LLC ("CFH") entered into (i) a master forward confirmation by and between CFH and the Jefferies LLC (the "Jefferies Forward Purchaser"), with respect to forward sale transactions (each such forward sale transaction, a "Forward" and collectively, the "Forwards") covering up to 11,122,133 shares of common stock, par value $0.01 per share, (the "Forward Shares") of Carrols Restaurant Group, Inc. (the "Issuer"), and (ii) a first supplemental confirmation thereto (the "First Supplemental Confirmation"). December 3, 2023, was the final day of the execution period with respect to the Forwards executed pursuant to the First Supplemental Confirmation, and, on the settlement date, CFH will deliver to the Jefferies Forward Purchaser 1,960,136 Forward Shares and receive from the Jefferies Forward Purchaser a cash payment of $14,206,085.66, or approximately $7.25 per Forward Share. |
| F2 | (continued from Footnote 1) Of the maximum 11,122,133 Forward Shares which could have been sold under these Forwards, 1,960,136 were sold and 9,161,997 remain unsold as of December 3, 2023. Such cash payment was based on a price per Forward Share equal to the product of (i) 100% minus the commission paid to the Jefferies Forward Purchaser and (ii) a price per Forward Share equal to a weighted-average of the daily volume-weighted average price. |
| F3 | Matthew Perelman and Alexander Sloane are the managing principals of Cambridge Franchise Partners, LLC ("CFP"), which is the sole member and manager of CFH. Accordingly, each of Matthew Perelman, Alexander Sloane and CFP may be deemed to beneficially own the securities of the Issuer held by CFH. The filing of this statement on Form 4 shall not be deemed an admission that any of the reporting persons beneficially owns any securities of the Issuer not owned directly by such reporting person, and each reporting person disclaims any beneficial ownership of any securities of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, except to the extent of such reporting person's pecuniary interest therein. The reporting persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. |
| F4 | (continued from Footnote 3) The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group. |
| F5 | Matthew Perelman is the beneficial and record owner of these shares of common stock of the Issuer. |
| F6 | Alexander Sloane is the beneficial and record owner of these shares of common stock of the Issuer. |