SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Eisenacher Matthew

(Last)

(First)

(Middle)

8725 PENDERY PLACE

STE. 201

(Street)

BRADENTON

34201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2023

3. Issuer Name and Ticker or Trading Symbol
First Watch Restaurant Group, Inc. [ FWRG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Brand Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,108⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	04/24/2029	Common Stock	78,920	$12.68	D
Stock Option (right to buy)	⁽³⁾	04/01/2030	Common Stock	26,772	$13.52	D
Stock Option (right to buy)	⁽⁴⁾	03/25/2032	Common Stock	43,290	$12.58	D

Explanation of Responses:

1. Represents restricted stock units which vest in three equal annual installments beginning on March 9, 2024, subject to earlier forfeiture or acceleration.

2. Represents stock options awarded on 4/24/2019, pursuant to the Issuer's 2017 Omnibus Equity Incentive Plan (the "2017 Plan"). Unvested stock options vest in installments as follows: (a) 9,471 options on April 24, 2024; and (b) 10,523 options on each of the second anniversary of the closing of the Issuer's initial public offering ("IPO") and on the 273rd day following the second anniversary of the closing of the IPO, subject to earlier forfeiture or acceleration.

3. Represents stock options awarded on 4/1/2020, pursuant to the 2017 Plan. Unvested stock options vest in installments as follows: 3,213 options on each of April 1, 2024 and April 1, 2025; and (b) 3,570 options on each of the second anniversary of the closing of the IPO and on the 273rd day following the second anniversary of the closing of the IPO, subject to earlier forfeiture or acceleration.

4. Represents stock options awarded on 3/25/2022, pursuant to the Issuer's 2021 Equity Incentive Plan. Unvested options vest in installments as follows: 14,430 options on March 25, 2024 and 14,431 options on March 25, 2025, subject to earlier forfeiture or acceleration.

Remarks:

EXHIBIT LIST: EX-24 Eisenacher.POA

	/s/ Jay Wolszczak, Attorney-in-Fact for Matthew Eisenacher	08/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.