CHEESECAKE FACTORY INC — Director's Dealing 2021

Jun 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEESECAKE FACTORY INC (CAKE)
CIK: 0000887596
Period of Report: 2021-06-08

Reporting Person: RC Cake Holdings LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-08	Series A Convertible Preferred Stock	$22.23	J	150000	Disposed		Common Stock, par value $0.01 per share (7202592)	Direct

Footnotes

F1: The Series A Convertible Preferred Stock, par value $0.01 per share (the "Convertible Preferred Stock"), is convertible into shares of the Company's common stock, par value $0.01 per share, at a conversion price equal to $22.23 per share. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The conversion price is also subject to adjustment for certain antidilutive offerings occurring during the first twelve months following the date the Convertible Preferred Stock is initially issued.

F2: On June 8, 2021, RC Cake Holdings LLC, a Delaware limited liability company (the "Reporting Person"), distributed 150,000 shares of Convertible Preferred Stock to its members.

F3: The Convertible Preferred Stock is convertible at any time, at the holder's election. The Convertible Preferred Stock has no expiration date; however, it is redeemable by the holder and by the Company under certain circumstances.

F4: The Reporting Person directly owns the Convertible Preferred Stock. The Reporting Person is controlled by each of (i) RC Cake 1 LLC, a Delaware limited liability company, which is in turn controlled by Roark Capital Partners V (T) LP, a Cayman Islands exempted limited partnership, (ii) RC Cake 2 LLC, a Delaware limited liability company, which is in turn controlled by Roark Capital Partners V (TE) LP, a Cayman Islands exempted limited partnership, and (iii) RC Cake 3 LLC, a Delaware limited liability company, which is in turn controlled by Roark Capital Partners V (OS) LP, a Cayman Islands exempted limited partnership. Each of Roark Capital Partners V (T) LP, Roark Capital Partners V (TE) LP and Roark Capital Partners V (OS) LP is controlled by its general partner, Roark Capital GenPar V LP, a Cayman Islands exempted limited partnership, which is in turn controlled by Roark Capital GenPar V LLC, a Cayman Islands exempted limited liability company, (Cont'd on FN 5)

F5: (Cont'd from FN 4) which is in turn controlled by its managing member, Neal K. Aronson. Each of RC Cake 1 LLC, RC Cake 2 LLC, RC Cake 3 LLC, Roark Capital Partners V (T) LP, Roark Capital Partners V (TE) LP, Roark Capital Partners V (OS) LP, Roark Capital GenPar V LP, Roark Capital GenPar V LLC and Mr. Aronson may be deemed to have voting and dispositive power with respect to the Convertible Preferred Stock directly owned by the Reporting Person and therefore be deemed to be the beneficial owner of the Convertible Preferred Stock held by the Reporting Person, but each disclaims beneficial ownership of such Convertible Preferred Stock.