RC Cake Holdings LLC - 08 Jun 2021 Form 4 Insider Report for CHEESECAKE FACTORY INC (CAKE)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
10 Jun 2021, 21:55:44 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Paul D. Ginsberg, Authorized Signatory
Filing notes and source

Key filing fact

RC Cake Holdings LLC filed Form 4 for CHEESECAKE FACTORY INC (CAKE) on 10 Jun 2021.

Key facts

  • This page summarizes RC Cake Holdings LLC's Form 4 filing for CHEESECAKE FACTORY INC (CAKE).
  • 1 reported transaction and 1 derivative row are listed below.
  • Accepted by SEC: 10 Jun 2021, 21:55.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CAKE transaction Derivative

Series A Convertible Preferred Stock

Other

Transaction value
$0
Shares
-150,000
Change %
-75%
Price
$0.000000
Shares after
50,000
Date
08 Jun 2021
Ownership
Direct
Underlying class
Common Stock, par value $0.01 per share
Underlying amount
7,202,592
Exercise price
$22.23
Footnotes
F1, F2, F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

RC Cake Holdings LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

The Series A Convertible Preferred Stock, par value $0.01 per share (the "Convertible Preferred Stock"), is convertible into shares of the Company's common stock, par value $0.01 per share, at a conversion price equal to $22.23 per share. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The conversion price is also subject to adjustment for certain antidilutive offerings occurring during the first twelve months following the date the Convertible Preferred Stock is initially issued.

Footnote F2

On June 8, 2021, RC Cake Holdings LLC, a Delaware limited liability company (the "Reporting Person"), distributed 150,000 shares of Convertible Preferred Stock to its members.

Footnote F3

The Convertible Preferred Stock is convertible at any time, at the holder's election. The Convertible Preferred Stock has no expiration date; however, it is redeemable by the holder and by the Company under certain circumstances.

Footnote F4

The Reporting Person directly owns the Convertible Preferred Stock. The Reporting Person is controlled by each of (i) RC Cake 1 LLC, a Delaware limited liability company, which is in turn controlled by Roark Capital Partners V (T) LP, a Cayman Islands exempted limited partnership, (ii) RC Cake 2 LLC, a Delaware limited liability company, which is in turn controlled by Roark Capital Partners V (TE) LP, a Cayman Islands exempted limited partnership, and (iii) RC Cake 3 LLC, a Delaware limited liability company, which is in turn controlled by Roark Capital Partners V (OS) LP, a Cayman Islands exempted limited partnership. Each of Roark Capital Partners V (T) LP, Roark Capital Partners V (TE) LP and Roark Capital Partners V (OS) LP is controlled by its general partner, Roark Capital GenPar V LP, a Cayman Islands exempted limited partnership, which is in turn controlled by Roark Capital GenPar V LLC, a Cayman Islands exempted limited liability company, (Cont'd on FN 5)

Footnote F5

(Cont'd from FN 4) which is in turn controlled by its managing member, Neal K. Aronson. Each of RC Cake 1 LLC, RC Cake 2 LLC, RC Cake 3 LLC, Roark Capital Partners V (T) LP, Roark Capital Partners V (TE) LP, Roark Capital Partners V (OS) LP, Roark Capital GenPar V LP, Roark Capital GenPar V LLC and Mr. Aronson may be deemed to have voting and dispositive power with respect to the Convertible Preferred Stock directly owned by the Reporting Person and therefore be deemed to be the beneficial owner of the Convertible Preferred Stock held by the Reporting Person, but each disclaims beneficial ownership of such Convertible Preferred Stock.

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