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Texas Roadhouse, Inc.

Major Shareholding Notification Feb 11, 2010

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SC 13G/A 1 a10-3575_1sc13ga.htm SC 13G/A

OMB APPROVAL
UNITED
STATES OMB Number: 3235-0145
SECURITIES
AND EXCHANGE COMMISSION Expires: November 30, 2012
Washington,
DC 20549 Estimated average burden hours per response…10

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. 5)**

*Texas Roadhouse, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*882681 10 9*

(CUSIP Number)

*December 31, 2009*

(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).

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CUSIP No. 882681 10 9 — 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) W. Kent Taylor
2. Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) x
(b) o
3. SEC Use Only
4. Citizenship or Place of
Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 12,998,541 shares of Common Stock entitled to one vote per share (1)
6. Shared Voting Power
7. Sole Dispositive Power 12,998,541 shares of Common Stock (1)
8. Shared Dispositive Power
9. Aggregate Amount
Beneficially Owned by Each Reporting Person 12,998,541 shares of Common Stock (1)
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) 18.49% of Common Stock (1)
12. Type of Reporting Person
(See Instructions) IN

(1) Calculated pursuant to Rule 13d-3. The percentage is based on the number of shares of Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at October 30, 2009 as reported in TXRH’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2009. The Reporting Person individually owns 12,251,020 shares of Common Stock and has sole voting power and sole dispositive power over the shares of Common Stock held by each of the entities listed on Exhibit 1 and is therefore deemed to beneficially own the number of shares of Common Stock held by each entity set forth thereon; these shares are included in the shares listed at Items 5, 7 and 9 above. The Reporting Person, as custodian under the UTMA as adopted in Kentucky, also has sole voting power and sole dispositive power over 1,792 shares of Common Stock held of record by Erin Taylor and is therefore deemed to beneficially own these shares; these shares are included in the shares listed at Items 5, 7 and 9 above. The Reporting Person’s voting percentage of TXRH is 18.49%.

2

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CUSIP No. 882681 10 9 — 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) LD Holdings LLC
2. Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) x
(b) o
3. SEC Use Only
4. Citizenship or Place of
Organization Kentucky
Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 114,998 shares of Common Stock entitled to one vote per share (2)
6. Shared Voting Power
7. Sole Dispositive Power 114,998 shares of Common Stock (2)
8. Shared Dispositive Power
9. Aggregate Amount
Beneficially Owned by Each Reporting Person 114,998 shares of Common Stock (2)
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) 0.16% of Common Stock (2)
12. Type of Reporting Person
(See Instructions) OO

(2) Calculated pursuant to Rule 13d-3. The percentage is based on the number of shares of Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at October 30, 2009 as reported in TXRH’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2009. W. Kent Taylor has sole voting and dispositive power over the shares held by the Reporting Person and is therefore deemed to beneficially own the shares held by the Reporting Person. W. Kent Taylor has also reported these shares under sole voting and dispositive power on page 2 of this Amendment No. 5 to Schedule 13G.

3

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CUSIP No. 882681 10 9 — 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) PMB Holdings LLC
2. Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) x
(b) o
3. SEC Use Only
4. Citizenship or Place of
Organization Kentucky
Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 30,000 shares of Common Stock entitled to one vote per share (3)
6. Shared Voting Power
7. Sole Dispositive Power 30,000 shares of Common Stock (3)
8. Shared Dispositive Power
9. Aggregate Amount
Beneficially Owned by Each Reporting Person 30,000 shares of Common Stock (3)
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) 0.04% of Common Stock (3)
12. Type of Reporting Person
(See Instructions) OO

(3) Calculated pursuant to Rule 13d-3. The percentage is based on the number of shares of Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at October 30, 2009 as reported in TXRH’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2009. W. Kent Taylor has sole voting and dispositive power over the shares held by the Reporting Person and is therefore deemed to beneficially own the shares held by the Reporting Person. W. Kent Taylor has also reported these shares under sole voting and dispositive power on page 2 of this Amendment No. 5 to Schedule 13G.

4

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CUSIP No. 882681 10 9 — 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Wasatch Range LLC
2. Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) x
(b) o
3. SEC Use Only
4. Citizenship or Place of
Organization Kentucky
Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 600,731 shares of Common Stock entitled to one vote per share (4)
6. Shared Voting Power
7. Sole Dispositive Power 600,731 shares of Common Stock (4)
8. Shared Dispositive Power
9. Aggregate Amount
Beneficially Owned by Each Reporting Person 600,731 shares of Common Stock (4)
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) 0.85% of Common Stock (4)
12. Type of Reporting Person
(See Instructions) OO

(4) Calculated pursuant to Rule 13d-3. The percentage is based on the number of shares of Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at October 30, 2009 as reported in TXRH’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2009. W. Kent Taylor has sole voting and dispositive power over the shares held by the Reporting Person and is therefore deemed to beneficially own the shares held by the Reporting Person. W. Kent Taylor has also reported these shares under sole voting and dispositive power on page 2 of this Amendment No. 5 to Schedule 13G.

5

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CUSIP No. 882681 10 9 — 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Barren River Holdings LLC
2. Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) x
(b) o
3. SEC Use Only
4. Citizenship or Place of
Organization Kentucky
Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 shares of Common Stock (5)
6. Shared Voting Power
7. Sole Dispositive Power 0 shares of Common Stock (5)
8. Shared Dispositive Power
9. Aggregate Amount
Beneficially Owned by Each Reporting Person 0 shares of Common Stock (5)
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) 0% of Common Stock (5)
12. Type of Reporting Person
(See Instructions) OO

(5) During Texas Roadhouse, Inc.’s (“TXRH”) fiscal year ended December 29, 2009, the Reporting Person sold all of its shares of TXRH Common Stock. As a result, the Reporting Person will no longer be a member of the group, and this Amendment No. 5 to Schedule 13G constitutes the Reporting Person’s exit filing.

6

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Item 1. (a) Name of Issuer Texas Roadhouse, Inc. (“TXRH”)
(b) Address of Issuer’s
Principal Executive Offices 6040 Dutchmans Lane, Suite 200, Louisville, KY 40205
Item 2.
(a) Name of Person Filing W. Kent Taylor
(b) Address of Principal Business
Office or, if none, Residence 6040 Dutchmans Lane, Suite 200, Louisville, KY 40205
(c) Citizenship USA
(d) Title of Class of
Securities Common Stock
(e) CUSIP Number 882681 10 9
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 Group, in accordance with
§240.13d–1(b)(1)(ii)(J);
(k) o Group, in accordance with
§240.13d–1(b)(1)(ii)(K).

7

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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: 12,998,541 shares of
Common Stock.
(b) Percent of class: 18.49% of Common Stock
(c) Number of shares as to
which the person has:
(i) Sole power to vote or to
direct the vote 12,998,541 shares of Common
Stock.
(ii) Shared power to vote or to
direct the vote
(iii) Sole power to dispose or
to direct the disposition of 12,998,541 shares of
Common Stock.
(iv) Shared power to dispose or
to direct the disposition of
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
See Exhibit 1 attached hereto.
Item 9. Notice of Dissolution of Group
Not applicable.

8

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Item 10.
Not applicable.

Signature

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.

February 11, 2010
Date
/s/ W. Kent Taylor
Signature
W. Kent Taylor
Name
LD HOLDINGS LLC
By: /s/ W. Kent Taylor
W. Kent Taylor, Manager
PMB HOLDINGS LLC
By: /s/ W. Kent Taylor
W. Kent Taylor, Manager
WASATCH RANGE LLC
By: /s/ W. Kent Taylor
W. Kent Taylor, Manager
BARREN RIVER HOLDINGS LLC
By: /s/ W. Kent Taylor
W. Kent Taylor, Manager

9

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