Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note, Item 3.03, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the consummation of the Merger, the Company notified The Nasdaq Stock Exchange ("Nasdaq") on March 18, 2020 that the Merger had been consummated and requested that the trading of shares of Class A Common Stock on Nasdaq be suspended and the listing of its shares of Class A Common Stock on Nasdaq be withdrawn. The Company requested that Nasdaq file with the with the SEC a notification on Form 25 to delist the shares of Class A Common Stock from Nasdaq and to deregister the shares of Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

At the Effective Time, as a result of the Merger, each holder of Class A Common Stock that was issued and outstanding immediately prior to the Effective Time or resulted from the Exchange ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration (except in the case of the Non-Paid Shares).

The information set forth in the Introductory Note, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Merger, Parent became the beneficial owner of all of the capital stock of the Company and the Company became a wholly owned subsidiary of Parent.

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, at the Effective Time, Christopher K. Reilly, Allan W. Karp, Ira Zecher, A. William Allen III, Joseph J. Kadow and Karin Timpone resigned from their positions as members of the board of directors of the Company. In addition, at the Effective Time, Scott Catlett was appointed as a member of the board of directors of the Company.

Item 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company and the bylaws of the Company were amended and restated in their entirety. The Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.


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Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 18, 2020, the Company held a special meeting of the Company's stockholders (the "Special Meeting") at 9:00 a.m., Pacific time, at 18700 MacArthur Blvd., Irvine, California 92612 to consider and vote upon the following matters: (i) a proposal to adopt the Merger Agreement (the "Merger Proposal"); (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal"); and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the adoption of the Merger Agreement at the time of the Special Meeting (the "Adjournment Proposal").

As of February 14, 2020, the record date for the Special Meeting, there were an aggregate of 26,116,374 shares of Class A common stock and Class B common stock outstanding and entitled to vote on all matters. At the Special Meeting, 19,331,617 shares of Class A and Class B common stock eligible to vote were represented in person or by proxy, constituting a quorum. At the Special Meeting the Company's stockholders approved the Merger Proposal and the Compensation Proposal by the affirmative vote of the number of shares of Company common stock required to approve such proposals. Although sufficient votes were received for the Adjournment Proposal, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or advisable.

The results of the Company stockholder vote taken at the Special Meeting, by proposal, were as follows:



Proposal 1 - Merger Proposal



                   For       Against   Abstentions   Broker Non-Votes
                19,059,477   258,077     14,063             0

Proposal 2 - Compensation Proposal





                  For        Against    Abstentions   Broker Non-Votes
               17,245,552   1,960,608     125,457            0

Item 9.01 Financial Statements and Exhibits.





Exhibit
Number                                    Description

3.1            Amended and Restated Certificate of Incorporation of The Habit
             Restaurants, Inc.

3.2            Amended and Restated Bylaws of The Habit Restaurants, Inc.

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