Andrew Rechtschaffen - May 10, 2023 Form 4 Insider Report for Fiesta Restaurant Group, Inc. (FRGI)

Role: Director
Signature: /s/ Andrew Rechtschaffen
Stock symbol: FRGI
Transactions as of: May 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/12/2023, 04:09 PM
Previous filing: Aug 15, 2024
Next filing: Nov 1, 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	Award	$0	+10.1K	+29.47%	$0.00	44.5K	May 10, 2023	Direct	F1
holding	FRGI	Common Stock, par value $0.01 per share						2.51M	May 10, 2023	See Footnote	F2

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

Explanation of Responses:

Id	Content
F1	The shares were granted to the Reporting Person pursuant to the Issuer's 2021 Stock Incentive Plan. The stock award reported herein shall vest (and the restrictions shall lapse) in full on May 10, 2024, provided that the Reporting Person has continuously remained a director of the Issuer. Any unvested shares underlying the stock award reported herein will be immediately forfeited upon the Reporting Person ceasing to be a director. The stock award reported herein is not transferable unless vested.
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

The shares were granted to the Reporting Person pursuant to the Issuer's 2021 Stock Incentive Plan. The stock award reported herein shall vest (and the restrictions shall lapse) in full on May 10, 2024, provided that the Reporting Person has continuously remained a director of the Issuer. Any unvested shares underlying the stock award reported herein will be immediately forfeited upon the Reporting Person ceasing to be a director. The stock award reported herein is not transferable unless vested.

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.