The Habit Restaurants, Inc.
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(Name of Issuer)
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Class A common stock, par value $0.01 per share
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(Title of Class of Securities)
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40449J103
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(CUSIP Number)
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December 31, 2015
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(Date of Event Which Requires Filing of this Statement)
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1.
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NAME OF REPORTING PERSON
Lomas Capital Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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|||
6.
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SHARED VOTING POWER
690,013
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||||
7.
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SOLE DISPOSITIVE POWER
0
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||||
8.
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SHARED DISPOSITIVE POWER
690,013
|
||||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
690,013
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|||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
|||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
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12.
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TYPE OF REPORTING PERSON
IA
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1.
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NAME OF REPORTING PERSON
Lomas Capital Master Fund, LP
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||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
622,484
|
||||
7.
|
SOLE DISPOSITIVE POWER
0
|
||||
8.
|
SHARED DISPOSITIVE POWER
622,484
|
||||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
622,484
|
|||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
|||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.52%
|
||||
12.
|
TYPE OF REPORTING PERSON
PN
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1.
|
NAME OF REPORTING PERSON
Daniel Lascano
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||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [ ]
|
|||
3.
|
SEC USE ONLY
|
||||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|||
6.
|
SHARED VOTING POWER
690,013
|
||||
7.
|
SOLE DISPOSITIVE POWER
0
|
||||
8.
|
SHARED DISPOSITIVE POWER
690,013
|
||||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
690,013
|
|||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
|||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.01%
|
||||
12.
|
TYPE OF REPORTING PERSON
IN, HC
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Item 1(a).
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Name of Issuer
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The name of the issuer to which this filing on Schedule 13G relates is The Habit Restaurants, Inc. (the “Company”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
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The principal executive offices of the Company are located at 17320 Red Hill Avenue, Suite 140, Irvine, CA 92614.
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Item 2(a).
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Name of Person Filing
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This statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (1) Lomas Capital Management, LLC (“Lomas Capital”), a Delaware limited liability company, (2) Lomas Capital Master Fund, LP (“Lomas Fund”), an exempted limited partnership existing under the laws of the Cayman Islands, and (3) Mr. Daniel Lascano as Chief Investment Officer of Lomas Capital.
|
|
Lomas Capital is a registered investment adviser to certain client accounts (the “Funds”) that directly hold the shares of Common Stock to which this statement relates for the benefit of their respective investors, and in such capacity Lomas Capital has voting and dispositive power over such shares.
|
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The Reporting Persons have entered into a Joint Filing Agreement, dated February 8, 2016 pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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The principal business address of each of the Reporting Persons is c/o Lomas Capital Management, LLC, 500 Park Avenue, 4th Floor, New York, NY 10022.
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Item 2(c).
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Citizenship
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Lomas Capital Management, LLC is organized under the laws of the State of Delaware. Lomas Capital Master Fund, LP is existing under the laws of the Cayman Islands. Mr. Daniel Lascano is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities
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The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A common stock, par value $0.01 per share (“Common Stock”).
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Item 2(e).
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CUSIP Number
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The CUSIP number of the Company’s Common Stock is 40449J103.
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
|
[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
|
[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
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(c)
|
[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
|
[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
|
[ ]
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An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
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(f)
|
[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F).
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(g)
|
[ ]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
|
[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
|
[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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[X]
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If this statement is filed pursuant to §240.13d-1(c), check this box.
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Item 4.
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Ownership
|
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(a) through (c):
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||
The information set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G is incorporated herein by reference. Ownership is stated as of December 31, 2015 and ownership percentages are based on 13,759,754 shares of Common Stock outstanding as of Noverber 5, 2015, as reported in the Issuer’s Report on Form 10-Q for the period ended September 29, 2015 filed with the Securities and Exchange Commission (the “Commission”) on November 5, 2015.
As of November 5, 2015, Lornas Capital Master Fund, LP no longer held 5.00% or more of the Common Stock. Lornas Capital Master Fund, LP will not be included on future filings so long as it does not individually hołd 5.00% or more of the Common Stock.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Each of the Funds has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock that it directly owns.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on by the Parent Holding Company:
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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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.
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LOMAS CAPITAL MASTER FUND, LP
|
||
By:
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Lomas Capital GP, LLC, its general partner
|
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By:
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/s/ John Del Virginia
|
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Name: John Del Virginia
Title: Authorized Signatory
|
||
LOMAS CAPITAL MANAGEMENT, LLC
|
||
By:
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Lomas Capital Advisors, LP, its sole member
|
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By:
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/s/ John Del Virginia
|
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Name: John Del Virginia
Title: Authorized Signatory
|
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DANIEL LASCANO`
|
||
By:
|
||
By:
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/s/ Daniel Lascano`
|
|
Name: Daniel Lascano
Title:
|
LOMAS CAPITAL MASTER FUND, LP
|
||
By:
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Lomas Capital GP, LLC, its general partner
|
|
By:
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/s/ John Del Virginia
|
|
Name: John Del Virginia
Title: Authorized Signatory
|
||
LOMAS CAPITAL MANAGEMENT, LLC
|
||
By:
|
Lomas Capital Advisors, LP, its sole member
|
|
By:
|
/s/ John Del Virginia
|
|
Name: John Del Virginia
Title: Authorized Signatory
|
||
DANIEL LASCANO
|
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/s/ Daniel Lascano
|
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Daniel Lascano
|