Sec Form 4 Filing - CAMBRIDGE FRANCHISE PARTNERS, LLC @ CARROLS RESTAURANT GROUP, INC. - 2019-08-29

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

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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 2014 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2019 (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 25,024 D ( 1 ) Common Stock, par value $0.01 per share 25,058 D ( 2 ) Common Stock, par value $0.01 per share 08/29/2019 J( 4 ) 7,450,402 A ( 4 ) $ 0 ( 4 ) 14,814,815 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 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 2014 NEW YORK, NY10003 X Cambridge Franchise Holdings, LLC 853 BROADWAY, SUITE 2014 NEW YORK, NY10003 X Perelman Matthew Terker 853 BROADWAY, SUITE 2014 NEW YORK, NY10003 X X Sloane Alexander R 853 BROADWAY, SUITE 2014 NEW YORK, NY10003 X X Signatures /s/ Kristin Rulison, Attorney-in-Fact 09/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Matthew Perelman is the beneficial and record owner of these shares of Common Stock. ( 2 )Alexander Sloane is the beneficial and record owner of these shares of Common Stock. ( 3 )These shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Carrols Restaurant Group, Inc (the "Issuer") are owned of record by Cambridge Franchise Holdings, LLC ("CFH") and were acquired by CFH pursuant to the Agreement and Plan of Merger, dated as of February 19, 2019 (the "Merger Agreement"), by and among the Issuer, Carrols Holdco Inc., GRC MergerSub Inc., GRC MergerSub LLC, Cambridge Franchise Partners, LLC ("CFP"), CFH and New CFH, LLC. On April 30, 2019, at the closing of the transactions contemplated by the Merger Agreement, CFH acquired 7,364,413 shares of Common Stock and 10,000 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), of the Issuer. ( 4 )The certificate of designations pursuant to which the Series C Preferred Stock was issued provided that the Series C Preferred Stock was not convertible into Common Stock unless and until stockholders of the Issuer approved the issuance of shares of Common Stock upon such conversion in accordance with the applicable rules of the Nasdaq Stock Market LLC and provided that, upon such stockholder approval, the Series C Preferred Stock would automatically convert into an aggregate of 7,450,402 shares of Common Stock, subject to adjustment in accordance with the certificate of designations. On August 29, 2019, at the 2019 annual meeting of the Issuer's stockholders, the Issuer's stockholders approved the issuance of shares of Common Stock upon the conversion of the Series C Preferred Stock and the 10,000 shares of Series C Preferred Stock automatically converted into 7,450,402 shares of Common Stock. ( 5 )Matthew Perelman and Alexander Sloane are the managing principals of 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. 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. ( 6 )Each of Matthew Perelman and Alexander Sloane was appointed to the board of directors of the Issuer as a representative of CFH and, pursuant to the Registration Rights and Stockholders' Agreement entered into by the Issuer and CFH on April 30, 2019, CFH has certain rights to nominate directors for election to the board of directors of the Issuer. Accordingly, each of CFH and CFP may be deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act.

Remarks: Exhibit 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney given by CFP and filed as Exhibit 99.10 to the statement on Schedule 13D jointly filed by Matthew Perelman, Alexander Sloane, CFP and CFH on September 3, 2019).Exhibit 24.2 - Power of Attorney (incorporated by reference to the Power of Attorney given by CFH and filed as Exhibit 99.11 to the statement on Schedule 13D jointly filed by Matthew Perelman, Alexander Sloane, CFP and CFH on September 3, 2019).Exhibit 24.3 - Power of Attorney (incorporated by reference to the Power of Attorney given by Matthew Perelman and filed as Exhibit 99.12 to the statement on Schedule 13D jointly filed by Matthew Perelman, Alexander Sloane, CFP and CFH on September 3, 2019).Exhibit 24.4 - Power of Attorney (incorporated by reference to the Power of Attorney given by Alexander Sloane and filed as Exhibit 99.13 to the statement on Schedule 13D jointly filed by Matthew Perelman, Alexander Sloane, CFP and CFH on September 3, 2019).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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