Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Class A common stock, $0.001 par value per share (the Class A
Common Stock), and the Class B common stock, $0.001 par value per share (the Class B Common Stock), of GEN Restaurant Group, Inc. (the Issuer). The address of the principal
executive offices of the Issuer is 11480 South Street, Suite 205, Cerritos, California 90703.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by David Kim, DJK Trust, as Amended and Restated in 2007 (DJK Trust), the Kim Family
Living Trust, Surviving Spouses Trust, Trust for Andrea (Trust for Andrea), the Kim Family Living Trust, Surviving Spouses Trust, Trust for Solomon (Trust for Solomon), and the Kim Family Living
Trust, Surviving Spouses Trust, Trust for Joy (Trust for Joy and together with the foregoing persons and entities, collectively, the Reporting Persons) pursuant to their agreement to the joint filing of
this Schedule 13D, attached as an exhibit hereto (the Joint Filing Agreement).
As of the date of this statement,
(i) DJK Trust is the record owner of 8,478,543 shares of Class B Common Stock, (ii) Trust for Andrea is the record owner of 553,934 shares of Class B Common Stock, (iii) Trust for Solomon is the record owner of 553,934
shares of Class B Common Stock, and (iv) Trust for Joy is the record owner of 553,934 shares of Class B Common Stock. David Kim directly (whether through ownership interest or position) or indirectly may be deemed to control DJK
Trust, Trust for Andrea, Trust for Solomon and Trust for Joy as trustee of each. Mr. Kim may be deemed to have shared voting and investment power with respect to the shares of Class B Common Stock owned by DJK Trust, Trust for Andrea,
Trust for Solomon and Trust for Joy. As such, Mr. Kim may be deemed to have shared beneficial ownership over such shares of Class B Common Stock.
(b) The address of each of the Reporting Persons is 11480 South Street, Suite 205, Cerritos, California 90703.
(c) Not applicable to DJK Trust, Trust for Andrea, Trust for Solomon or Trust for Joy. The present principal occupation of Mr. Kim is Co-Chief Executive Officer and Director of the Issuer.
(d) None of the Reporting Persons has been
convicted in a criminal proceeding during the last five years.
(e) None of the Reporting Persons has been party to any civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws during the last five years.
(f) Mr. Kim is a United States
citizen. Each of DJK Trust, Trust for Andrea, Trust for Solomon and Trust for Joy are trusts formed under the laws of the State of California.
Item 3. |
Source and Amount of Funds or Other Consideration. |
The Reporting Persons funded the acquisition of the shares of Class B Common Stock held by the Reporting Persons by contributing certain
interests in GEN Restaurant Group (as defined in Item 4 below).
Item 4. |
Purpose of Transaction. |
Upon the consummation of the Issuers initial public offering (the IPO), certain historic owners of GEN
Restaurant Group, an unconsolidated group of entities listed in the historical financial statements of the Issuer, and primarily owned by either David Kim or Jae Chang, the Co-Chief Executive Officers of
the Issuer, contributed their interests in GEN Restaurant Group to GEN Restaurant Companies, LLC, a Delaware limited liability company (GEN LLC), of which the Issuer is the managing member, in exchange for Class B limited
liability company units (Class B Units) of GEN LLC. Following the consummation of the IPO, these historic holders owned, in the aggregate, 28,141,566 Class B Units of GEN LLC. For each membership unit of
GEN LLC that is classified as a Class B Unit, the Issuer issued to the respective Class B unitholder one corresponding share of its Class B Common Stock. The Class B stockholders initially have 98.6% of the combined voting power
of the Issuers common stock. The limited liability company agreement of GEN LLC permits the members of GEN LLC and holders of the Class B Units to exchange Class B Units for shares of Class A Common Stock on a one-for-one basis or, at the Issuers election, cash. The stockholders equivalent shares of Class B Common Stock would then be canceled. Each share of
Class B Common Stock is entitled to ten votes and will vote together with the Class A Common Stock as a single class, except as otherwise set forth in the Issuers Amended and Restated Certificate of Incorporation.