UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Habit Restaurants, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 Par Value
(Title of Class of Securities)
40449J 10 3
(CUSIP Number)
December 16, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 40449J 10 3 |
| 1. | Names of Reporting Persons
J.P. Morgan Investment Management Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
112,393 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
112,393 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
112,393 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
IA | |||||
| CUSIP No. 40449J 10 3 |
| 1. | Names of Reporting Persons
PEG U.S. Direct Corporate Finance Institutional Investors III LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
110,359 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
110,359 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
110,359 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 40449J 10 3 |
| 1. | Names of Reporting Persons
JPMorgan Chase Bank, National Association | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
88,265 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
88,265 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
88,265 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.5% | |||||
| 12. | Type of Reporting Person (See Instructions)
BK | |||||
| Item 1. |
| (a) | Name of Issuer: |
| The Habit Restaurants, Inc. (the “Issuer”) |
| (b) | Address of Issuer’s Principal Executive Offices: |
| 17320 Red Hill Avenue, Suite 140 |
| Irvine, CA 92614 |
| Item 2. |
| (a) | Name of Person Filing: |
| This statement is filed by J.P. Morgan Investment Management Inc. (“JPMIM”), PEG U.S. Direct Corporate Finance Institutional Investors III LLC (“Direct III”) and JPMorgan Chase Bank, National Association (“JPMCB,” and together with JPMIM and Direct III, the “Reporting Persons”). |
| (b) | Address of Principal Business Office or, if none, Residence: |
| For each Reporting Person: |
| 320 Park Avenue |
| New York, New York 10022 |
| (c) | Citizenship: |
| For JPMIM and Direct III, Delaware |
| For JPMCB, United States of America |
| (d) | Title of Class of Securities: |
| Class A Common Stock, $0.01 Par Value (“Class A Common Stock”) |
| (e) | CUSIP Number: |
| 40449J 10 3 |
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| Item 4. | Ownership |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.
The percent of class represented by the amount beneficially owned by each Reporting Person is based on 19,174,597 shares of Class A Common Stock outstanding on October 31, 2016, as reported in the Issuer’s Form 10-Q filed on November 3, 2016.
The shares of Class A Common Stock to which JPMIM has shared voting or dispositive power consists of (i) 110,359 shares beneficially owned by Direct III, to which JPMIM serves as investment adviser and (ii) 2,034 shares beneficially owned by 522 Fifth Avenue Fund, L.P., to which JPMIM serves as investment adviser. The shares of Class A Common Stock to which JPMCB has shared voting or dispositive power consists of 88,265 shares beneficially owned by PEG U.S. Pooled Corporate Finance Institutional Investors III LLC, to which JPMCB serves as investment adviser.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
The private investment funds advised by JPMIM and JPMCB, as the case may be, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated December 20, 2016
J.P. MORGAN INVESTMENT MANAGEMENT INC.
| By: | /s/ Tyler Jayroe | |
| Name: | Tyler Jayroe | |
| Title: | Executive Director |
PEG U.S. DIRECT CORPORATE FINANCE INSTITUTIONAL INVESTORS III LLC
By: J.P. Morgan Investment Management Inc.,
its investment adviser
| By: | /s/ Tyler Jayroe | |
| Name: | Tyler Jayroe | |
| Title: | Executive Director |
JPMORGAN CHASE BANK, N.A.
| By: | /s/ Tyler Jayroe | |
| Name: | Tyler Jayroe | |
| Title: | Executive Director |