SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O KURA SUSHI USA, INC. |
| 17461 DERIAN AVE, SUITE 200 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
08/01/2022
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3. Issuer Name and Ticker or Trading Symbol
KURA SUSHI USA, INC.
[ KRUS ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| See Remarks |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Option to Purchase Class A Common Stock |
|
12/02/2029 |
Class A Common Stock |
25,000 |
25.94 |
D |
|
| Option to Purchase Class A Common Stock |
|
05/01/2030 |
Class A Common Stock |
10,000 |
16.83 |
D |
|
| Option to Purchase Class A Common Stock |
|
02/01/2031 |
Class A Common Stock |
3,470 |
22.65 |
D |
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| Option to Purchase Class A Common Stock |
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02/01/2032 |
Class A Common Stock |
2,025 |
46.15 |
D |
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| Explanation of Responses: |
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|
|
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| Remarks: |
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|
/s/ Brent Takao |
08/01/2022 |
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** Signature of Reporting Person |
Date |
| 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
5
(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. |
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby authorizes and
designates Hajime Uba as the undersigned's agent and attorney-in-fact, with full
power of substitution to:
(1) prepare and sign on behalf of the undersigned any Form 3, Form 4 or
Form 5 under Section l6 of the Securities Exchange Act of 1934, as amended, with
respect to the securities of Kura Sushi USA, Inc. (the "Corporation"), and file
the same with the Securities and Exchange Commission;
(2) prepare and sign on behalf of the undersigned any Form 144 Notice
under the Securities Act of 1933, as amended, and file the same with the
Securities and Exchange Commission; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Corporation assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended, or Section 5
of the Securities Act of 1933, as amended, or Rule 144 promulgated under such
Act. This Power of Attorney shall remain in effect until the undersigned is no
longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's
holdings of and transactions in securities issued by the Corporation, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
Dated: 08/01/2022
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Signature: /s/ Brent Takao
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Printed Name: Brent Takao
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