Sec Form 4 Filing - CAMBRIDGE FRANCHISE PARTNERS, LLC @ CARROLS RESTAURANT GROUP, INC. - 2023-12-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person CAMBRIDGE FRANCHISE PARTNERS, LLC 2. Issuer Name and Ticker or Trading Symbol CARROLS RESTAURANT GROUP, INC. [ TAST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 853 BROADWAY, SUITE 1605 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2023 (Street) NEW YORK, NY10003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 12/03/2023 S( 1 )( 2 ) 1,960,136 D ( 1 ) ( 2 ) 12,447,619 ( 1 ) ( 2 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Stock, par value $0.01 per share 283,234 D ( 5 ) Common Stock, par value $0.01 per share 152,284 D ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAMBRIDGE FRANCHISE PARTNERS, LLC 853 BROADWAY, SUITE 1605 NEW YORK, NY10003 X Cambridge Franchise Holdings, LLC 853 BROADWAY, SUITE 1605 NEW YORK, NY10003 X Perelman Matthew Terker 853 BROADWAY, SUITE 1605 NEW YORK, NY10003 X X Sloane Alexander R 853 BROADWAY, SUITE 1605 NEW YORK, NY10003 X X Signatures CAMBRIDGE FRANCHISE PARTNERS, LLC By: /s/ Matthew Perelman, Co-President 12/06/2023 Signature of Reporting Person Date CAMBRIDGE FRANCHISE HOLDINGS, LLC By: /s/ Matthew Perelman, Co-President 12/06/2023 Signature of Reporting Person Date MATTHEW TERKER PERELMAN /s/ Matthew Terker Perelman 12/06/2023 Signature of Reporting Person Date ALEXANDER R SLOANE /s/ Alexander R Sloane 12/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 13, 2023, Cambridge Franchise Holdings, LLC ("CFH") entered into (i) a master forward confirmation by and between CFH and the Jefferies LLC (the "Jefferies Forward Purchaser"), with respect to forward sale transactions (each such forward sale transaction, a "Forward" and collectively, the "Forwards") covering up to 11,122,133 shares of common stock, par value $0.01 per share, (the "Forward Shares") of Carrols Restaurant Group, Inc. (the "Issuer"), and (ii) a first supplemental confirmation thereto (the "First Supplemental Confirmation"). December 3, 2023, was the final day of the execution period with respect to the Forwards executed pursuant to the First Supplemental Confirmation, and, on the settlement date, CFH will deliver to the Jefferies Forward Purchaser 1,960,136 Forward Shares and receive from the Jefferies Forward Purchaser a cash payment of $14,206,085.66, or approximately $7.25 per Forward Share. ( 2 )(continued from Footnote 1) Of the maximum 11,122,133 Forward Shares which could have been sold under these Forwards, 1,960,136 were sold and 9,161,997 remain unsold as of December 3, 2023. Such cash payment was based on a price per Forward Share equal to the product of (i) 100% minus the commission paid to the Jefferies Forward Purchaser and (ii) a price per Forward Share equal to a weighted-average of the daily volume-weighted average price. ( 3 )Matthew Perelman and Alexander Sloane are the managing principals of Cambridge Franchise Partners, LLC ("CFP"), which is the sole member and manager of CFH. Accordingly, each of Matthew Perelman, Alexander Sloane and CFP may be deemed to beneficially own the securities of the Issuer held by CFH. The filing of this statement on Form 4 shall not be deemed an admission that any of the reporting persons beneficially owns any securities of the Issuer not owned directly by such reporting person, and each reporting person disclaims any beneficial ownership of any securities of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, except to the extent of such reporting person's pecuniary interest therein. The reporting persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. ( 4 )(continued from Footnote 3) The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group. ( 5 )Matthew Perelman is the beneficial and record owner of these shares of common stock of the Issuer. ( 6 )Alexander Sloane is the beneficial and record owner of these shares of common stock of the Issuer.

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 4(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.