SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(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. 5)
| CARROLS RESTAURANT GROUP, INC. |
(Name of Issuer)
| COMMON STOCK, PAR VALUE $0.01 PER SHARE |
(Title of Class of Securities)
| 14574X 10 4 |
(CUSIP Number)
| December 31, 2011 |
(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)
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. 14574X 10 4 | 13G | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSONS
Alan Vituli | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | SOLE VOTING POWER
1,990,038* | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,990,038* | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,990,038* | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.82%* | |||||
| 12 |
TYPE OF REPORTING PERSON
IN | |||||
| * | Includes (i) 1,373,772 shares held by the Vituli Family Trust, the Trustee of which is the Reporting Person’s wife, (ii) 416,266 shares issuable upon the exercise of stock options held by the Vituli Family Trust exercisable within 60 days of December 31, 2011 and (iii) 200,000 shares of restricted common stock held directly by Mr. Vituli. All shares reported herein are deemed to be beneficially owned by the Reporting Person. |
| CUSIP No. 14574X 10 4 | 13G | Page 3 of 6 Pages |
| Item 1(a). | Name of Issuer: |
Carrols Restaurant Group, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
968 James Street
Syracuse, New York 13203
| Item 2(a). | Name of Person Filing: |
Alan Vituli
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
c/o Carrols Restaurant Group, Inc.
968 James Street
Syracuse, New York 13203
| Item 2(c). | Citizenship: |
United States citizen
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share
| Item 2(e). | CUSIP Number: |
14574X 10 4
| 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) | ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E). |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F). |
| (g) | ¨ A parent holding company or control person in accordance with (S) 240.13d-1(b)(1)(ii)(G). |
| CUSIP No. 14574X 10 4 | 13G | Page 4 of 6 Pages |
| (h) | ¨ A savings association is defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ¨ 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) | ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| (k) | ¨ Group, in accordance with Rule 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: |
1,990,038*
| (b) | Percent of class: |
8.82%
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
1,990,038*
| (ii) | Shared power to vote or to direct the vote: |
0
| (iii) | Sole power to dispose or to direct the disposition of: |
1,990,038*
| (iv) | Shared power to dispose or to direct the disposition of: |
0
| * | Includes (i) 1,373,772 shares held by the Vituli Family Trust, the Trustee of which is the Reporting Person’s wife, (ii) 416,266 shares issuable upon the exercise of stock options held by the Vituli Family Trust exercisable within 60 days of December 31, 2011 and (iii) 200,000 shares of restricted common stock held directly by Mr. Vituli. All shares reported herein are deemed to be beneficially owned by the Reporting Person. |
| 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 ¨.
| CUSIP No. 14574X 10 4 | 13G | Page 5 of 6 Pages |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
If any 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, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
If a parent holding company or control person has filed this schedule, pursuant to §240.13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
N/A
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
| Item 9. | Notice of Dissolution of Group. |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. (See Item 5.)
N/A
| 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.
| CUSIP No. 14574X 10 4 | 13G | Page 6 of 6 Pages |
SIGNATURES
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.
| Date: February 14, 2012 | /s/ Alan Vituli | |||
| Alan Vituli |