Statement of Changes in Beneficial Ownership (4)
April 09 2018 - 6:38PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Oliveira Eulila Selma
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2. Issuer Name
and
Ticker or Trading Symbol
Fogo de Chao, Inc.
[
FOGO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
C/O FOGO DE CHAO, INC., 5908 HEADQUARTERS DR. STE. K200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/9/2018
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(Street)
PLANO, TX 75024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/5/2018
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D
(1)
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119312
(2)
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D
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$15.75
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (right to buy)
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$7.64
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4/5/2018
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D
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188395
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(3)
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7/20/2022
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Common Stock
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188395
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(3)
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0
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D
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Stock Options (right to buy)
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$15.27
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4/5/2018
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D
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78922
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(4)
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7/20/2022
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Common Stock
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78922
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(4)
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0
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D
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Explanation of Responses:
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(1)
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Disposed of pursuant to the consummation of the transactions contemplated by the merger agreement between issuer and affiliates of Rhone Capital for cash payment of $15.75 per share on the closing date of the merger.
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(2)
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In connection with the closing of the merger, all restrictions on each share of restricted issuer stock outstanding, including all restrictions related to performance-based vesting conditions, lapsed and all such shares were canceled in exchange for payment of $15.75 per share and retired. Reporting person held 11,174 restricted shares prior to the merger.
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(3)
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This option, which provided for vesting in five annual installments beginning one year after the grant date, was canceled in the merger in exchange for the per share cash payment of $8.11, representing the difference between the exercise price of the option and $15.75, the per share merger consideration for the issuer's common stock on the closing date of the merger.
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(4)
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This option, which provided for vesting in five annual installments beginning one year after the grant date, was canceled in the merger in exchange for the per share cash payment of $0.48, representing the difference between the exercise price of the option and $15.75, the per share merger consideration for the issuer's common stock on the closing date of the merger.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Oliveira Eulila Selma
C/O FOGO DE CHAO, INC.
5908 HEADQUARTERS DR. STE. K200
PLANO, TX 75024
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Chief Operating Officer
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Signatures
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/s/ Albert G. McGrath as Attorney-in-Fact
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4/9/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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