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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (5) | (6) | (6) | Class A Common Stock | 60,000 | 60,000 | D | ||||||||
Restricted Stock Units | (5) | (7) | (7) | Class A Common Stock | 60,000 | 60,000 | D | ||||||||
Restricted Stock Units | (5) | (8) | (8) | Class A Common Stock | 60,000 | 60,000 | D | ||||||||
Restricted Stock Units | (5) | (9) | (9) | Class A Common Stock | 60,000 | 60,000 | D | ||||||||
Option to Purchase | $ 1.47 | 08/05/2008 | M | 32,728 | 05/15/2004 | 02/15/2010 | Class A Common Stock | 32,728 | (10) | 0 | D | ||||
Option to Purchase | $ 8.75 | 10/08/2005 | 10/08/2014 | Class A Common Stock | 57,000 | 57,000 | D | ||||||||
Option to Purchase | $ 8.75 | 10/08/2006 | 10/08/2014 | Class A Common Stock | 57,000 | 57,000 | D | ||||||||
Option to Purchase | $ 8.75 | 10/08/2007 | 10/08/2014 | Class A Common Stock | 277,876 | 277,876 | D | ||||||||
Option to Purchase | $ 1.47 | 08/05/2008 | M | 510,518 | 05/15/2003 | 02/15/2010 | Class A Common Stock | 760,518 | (10) | 250,000 | I | By GJHTX Investments, Ltd. (2) | |||
Option to Purchase | $ 1.47 | 08/06/2008 | M | 250,000 | 05/15/2003 | 02/15/2010 | Class A Common Stock | 250,000 | (10) | 0 | I | By GTHTX Investments, Ltd. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hart Gerard Johan C/O TEXAS ROADHOUSE, INC. 6040 DUTCHMANS LANE, SUITE 200 LOUISVILLE, KY 40205 |
X | CEO & President |
/s/ Sheila C. Brown, by Power of Attorney | 08/07/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Weighted average sale price reported. These shares were sold within a range of $9.85 and $9.90. The reporting person will provide upon request by the Commission Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(2) | The reporting person is the manager of the corporate general partner GJHTX Investments, Ltd. and has voting control over the securities. The reporting person disclaims beneficial ownership within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the reporting person has not actual pecuniary interest. |
(3) | Weighted average sale price reported. These shares were sold within a range of $9.77 and $9.97. The reporting person will provide upon request by the Commission Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(4) | Weighted average sale price reported. These shares were sold within a range of $9.60 and $9.85. The reporting person will provide upon request by the Commission Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(5) | Each restricted stock unit represents a conditional right to receive one share of the Company's Class A Common Stock. |
(6) | The restricted stock units vest on January 7, 2009. Delivery of the shares to the reporting person will occur on January 7, 2009, subject to the reporting person's continued service with the Company. |
(7) | The restricted stock units vest on January 7, 2010. Delivery of the shares to the reporting person will occur on January 7, 2010, subject to the reporting person's continued service with the Company. |
(8) | The restricted stock units vest on January 7, 2011. Delivery of the shares to the reporting person will occur on January 7, 2011, subject to the reporting person's continued service with the Company. |
(9) | The restricted stock units vest on January 7, 2012. Delivery of the shares to the reporting person will occur on January 7, 2012, subject to the reporting person's continued service with the Company. |
(10) | Granted pursuant to compensatory benefit plan. |