| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 4)* | |
|
Texas Roadhouse, Inc. | |
| (Name of Issuer) | |
|
Common stock, $0.001 par value per share | |
| (Title of Class of Securities) | |
|
882681109 | |
| (CUSIP Number) | |
|
December 31, 2022 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 6 Pages) | |
*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).
| CUSIP No. 882681109 | 13G/A | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON Melvin Capital Management LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER -0- | ||
| 6 |
SHARED VOTING POWER -0- | |||
| 7 |
SOLE DISPOSITIVE POWER -0- | |||
| 8 |
SHARED DISPOSITIVE POWER -0- | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 882681109 | 13G/A | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON Melvin Capital Master Fund Ltd | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER -0- | ||
| 6 |
SHARED VOTING POWER -0- | |||
| 7 |
SOLE DISPOSITIVE POWER -0- | |||
| 8 |
SHARED DISPOSITIVE POWER -0- | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |||
| 12 |
TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 882681109 | 13G/A | Page 4 of 6 Pages |
| Item 1(a). | NAME OF ISSUER |
| Texas Roadhouse, Inc. (the “Issuer”). |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| 6040 Dutchmans Lane, Suite 200, Louisville, KY 40205 |
| Item 2(a). | NAME OF PERSON FILING |
| This report on Schedule 13G/A is being filed by Melvin Capital Management LP, a Delaware limited partnership (the “Firm”) and Melvin Capital Master Fund Ltd, a Cayman Islands exempted company (“Melvin Master”). |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address for the Firm is: 535 Madison Avenue, 22nd Floor, New York, NY 10022. The address for Melvin Master is: 535 Madison Avenue, 22nd Floor, New York, NY 10022. |
| Item 2(c). | CITIZENSHIP |
| The Firm is a Delaware limited partnership. Melvin Master is a Cayman Islands exempted company. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common stock, $0.001 par value per share |
| Item 2(e). | CUSIP NUMBER |
| 882681109 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| CUSIP No. 882681109 | 13G/A | Page 5 of 6 Pages |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please | ||
| specify the type of institution: | ||
| Item 4. | OWNERSHIP |
| Information with respect to the Firm’s and Melvin Master’s ownership of securities of the Issuer is incorporated by reference to items (5) - (9) and (11) of the respective cover page of the Firm and Melvin Master. |
| 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: ý |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. |
| 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 |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 882681109 | 13G/A | Page 6 of 6 Pages |
SIGNATURES
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.
DATE: February 14, 2023
| Melvin Capital management lp | |
| /s/ Robert R. Rasamny | |
| Name: Robert R. Rasamny | |
| Title: Chief Compliance Officer |
| MELVIN CAPITAL MASTER FUND LTD | |
| /s/ Robert R. Rasamny | |
| Name: Robert R. Rasamny | |
| Title: Chief Compliance Officer |