| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TAST | Common Stock, par value $0.01 per share | Sale | -2.01M | -16.11% | 10.4M | Jan 12, 2024 | See Footnotes | F1, F2, F3, F4 | ||
| holding | TAST | Common Stock, par value $0.01 per share | 283K | Jan 12, 2024 | Direct | F5 | |||||
| holding | TAST | Common Stock, par value $0.01 per share | 152K | Jan 12, 2024 | Direct | F6 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | On September 14, 2023, Cambridge Franchise Holdings, LLC ("CFH") entered into a master forward confirmation with an unaffiliated third party broker-dealer (in its capacity as buyer for the forward sale transactions, the "Forward Purchaser," and each such forward sale transaction, a "Forward" and collectively, the "Forwards"), with respect to Forwards (A) intended to comply with Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (B) covering up to the lesser of (i) 3,285,622 shares of common stock, par value $0.01 per share, (the "Forward Shares") of Carrols Restaurant Group, Inc. (the "Issuer"), and (ii) the maximum number of Forward Shares permitted to be sold under Rule 144 of the Securities Act of 1933, as amended. |
| F2 | (continued from Footnote 1) January 12, 2024, was the final day of the execution period with respect to the Forwards, and, on the settlement date, CFH will deliver to the Forward Purchaser 2,005,309 Forward Shares and receive from the Forward Purchaser a cash payment of $15,037,611.66, or approximately $7.4989 per Forward Share. Of the 3,285,622 maximum number of Forward Shares which could have been sold under these Forwards, 2,005,309 were sold and 1,280,313 remain unsold as of January 12, 2024. Such cash payment was based on a price per Forward Share equal to the product of (i) 100% minus the commission paid to the Forward Purchaser and (ii) a price per Forward Share equal to a weighted-average of the daily volume-weighted average prices during the term of the Forward, such weighting with respect to each trading day during the term of the Forward based on the number of Forward Shares for such trading day. |
| 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 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. |