|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
|
Washington, D.C. 20549 |
|
|
|
|
|
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 14)*
Texas Roadhouse, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
882681 10 9
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
o |
Rule 13d-1(b) |
|
o |
Rule 13d-1(c) |
|
x |
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. 882681 10 9 | |||||
|
| |||||
|
|
1. |
Names of Reporting Persons. | |||
|
| |||||
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
|
(a) |
o | ||
|
|
|
(b) |
o | ||
|
| |||||
|
|
3. |
SEC Use Only | |||
|
| |||||
|
|
4. |
Citizenship or Place of Organization | |||
|
|
|
| |||
|
Number of |
5. |
Sole Voting Power | |||
|
| |||||
|
6. |
Shared Voting Power | ||||
|
| |||||
|
7. |
Sole Dispositive Power | ||||
|
| |||||
|
8. |
Shared Dispositive Power | ||||
|
| |||||
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
|
11. |
Percent of Class Represented by Amount in Row (9) | |||
|
| |||||
|
|
12. |
Type of Reporting Person (See Instructions) | |||
(1) Calculated pursuant to Rule 13d-3. The percentage is based on 71,550,183 shares of Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at October 24, 2018, as reported in TXRH’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2018. The Reporting Person individually owns 3,786,289 shares of Common Stock.
|
Item 1. | |||
|
|
(a) |
Name of Issuer | |
|
|
(b) |
Address of Issuer’s Principal Executive Offices Louisville, KY 40205 | |
|
| |||
|
Item 2. | |||
|
|
(a) |
Name of Person Filing | |
|
|
(b) |
Address of Principal Business Office or, if none, Residence Louisville, KY 40205 | |
|
|
(c) |
Citizenship | |
|
|
(d) |
Title of Class of Securities | |
|
|
(e) |
CUSIP Number | |
|
| |||
|
Item 3. |
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: | ||
|
|
(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
|
|
(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
|
|
(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
|
(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
(i) |
o |
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); |
|
|
(j) |
o |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
|
(k) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
|
Item 4. |
Ownership | ||
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
|
|
(a) |
Amount beneficially owned: 3,786,289 shares of Common Stock. (1) | |
|
|
(b) |
Percent of class: 5.3% of Common Stock. (1) | |
|
|
(c) |
Number of shares as to which the person has:
| |
|
|
|
(i) |
Sole power to vote or to direct the vote 3,786,289 shares of Common Stock. (1) |
|
|
|
(ii) |
Shared power to vote or to direct the vote
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of 3,786,289 shares of Common Stock. (1) |
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of
|
|
(1) |
Calculated pursuant to Rule 13d-3. The percentage is based on 71,550,183 shares of Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at October 24, 2018, as reported in TXRH’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2018. The Reporting Person individually owns 3,786,289 shares of Common Stock. | |
|
|
| |
|
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 o. | ||
|
| ||
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |
|
Except as otherwise disclosed in periodic public filings with the Securities and Exchange Commission, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. | ||
|
| ||
|
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 | ||