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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
___________________
CARROLS RESTAURANT GROUP, INC.
(Name of issuer)
Common Stock
(Title of Class of Securities)
14574X1074
(CUSIP Number)
Carla Mendes Marques
Avenida Brigadeiro Faria Lima, 2277, Conjunto 1603
Jardim Paulistano
Sao Paulo, SP, Brazil
CEP 01452-000
Telephone Number: +55 11 3097-2616
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and
Communications)
February 28, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), Rule 13d-1(g), check the following box. ?
Note: Schedule filed in paper format shall include a signed
original and five copies of the schedule, including exhibits.
______
* 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 subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.
The information required on 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 Notes).
SCHEDULE 13D
CUSIP No. 14574X104
(1) Names of reporting persons
Highland Investment Fund
(2) Check the appropriate box if a member of a group
(a) ? (b) ?
(3) SEC use only
(4) Source of funds (see instructions)
WC
(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
(6) Citizenship or place of organization
Highland Investment Fund is incorporated in the Cayman Islands.
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
1,551,312 n1
(9) Sole dispositive power
0
(10) Shared dispositive power
1,551,312 n2
(11) Aggregate amount beneficially owned by each reporting person
1,551,312 n3
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions) ?
(13) Percent of class represented by amount in Row (11)
6.54% n4
(14) Type of reporting person (see instructions)
IC
(1) Names of reporting persons
Otima Investments Management S.A.
(2) Check the appropriate box if a member of a group
(a) ? (b) ?
(3) SEC use only
(4) Source of funds (see instructions)
AF
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
(6) Citizenship or place of organization
Otima Investments Management Ltd. is incorporated in Uruguay
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
1,551,312 n5
(9) Sole dispositive power
0
(10) Shared dispositive power
1,551,312 n6
(11) Aggregate amount beneficially owned by each reporting person
1,551,312 n7
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions) ?
(13) Percent of class represented by amount in Row (11)
6.54% n8
(14) Type of reporting person (see instructions)
IA
(1) Names of reporting persons
Antonio Carlos de Freitas Valle
(2) Check the appropriate box if a member of a group
(a) ? (b) ?
(3) SEC use only
(4) Source of funds (see instructions)
AF
(5) Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
(6) Citizenship or place of organization
Mr. Valle is a Brazilian citizen
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
0
(8) Shared voting power
1,551,312 n9
(9) Sole dispositive power
0
(10) Shared dispositive power
1,551,312 n10
(11) Aggregate amount beneficially owned by each reporting person
1,551,312 n11
(12) Check if the aggregate amount in Row (11) excludes certain
shares (see instructions) ?
(13) Percent of class represented by amount in Row (11)
6.54% n12
(14) Type of reporting person (see instructions)
IN
This Amendment No. 1 ("Amendment No.1") amends and supplements
Schedule 13D filed with the Securities and Exchange Commission
("SEC") on 14 June 2012 ("Schedule 13D"), with respect to the
common stock (the "Common Stock") of Carrols Restaurant Group,
Inc., a Delaware corporation (the "Issuer").
Item 2. Identity and Background
Item 2(b) of Schedule 13D is hereby amended and restated as
follows:
(b) The principal executive offices of the Fund are located
at 227 Elgin Avenue, Grand Cayman, Cayman Islands, P.O. Box
852 GT.
The principal executive offices of the Investment Manager are
located at Avda. 18 de Julio No. 975 - C.P. 11.100, Montevideo,
Uruguay.
Mr. Valle's residential address is Dorfstrasse 2B, Feusisberg,
CH 8835, Switzerland.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of Schedule 13D is hereby amended and restated as
follows:
The consideration for the purchase of the shares of the Common
Stock reported in the original filing of the Schedule 13D was
derived from the Fund's own working capital. A total of
approximately US$10,777,141.24 was paid to acquire such shares.
Item 4. Purpose of the Transaction
Item 4 of Schedule 13D is hereby supplemented as follows:
Depending upon the prevailing market prices for the shares of
the Common Stock, the Fund may continue to sell additional
shares of the Common Stock in the open market as market
conditions permit at prices the Reporting Persons deem
attractive.
However, there can be no assurance that the Reporting Persons
will deem current or future market prices to be attractive,
that they will sell any shares of the Common Stock at specific
prices or that if they sell any share of the Common Stock at
specific prices or that if they sell any shares of the Common
Stock at particular prices that they will continue to sell
shares of the Common Stock at or above such prices.
Item 5. Interest in Securities of the Issuer
Item 5 of Schedule 13D is hereby amended and restated as
follows:
(a) Since the filing of Schedule 13D, the Fund acquired and
sold shares of the Common Stock in multiple transactions.
As of the date hereof, the Reporting Persons may be deemed to
beneficially own 1,551,312 shares of the Common Stock. Such
shares represent 6.54% n13 of the outstanding Common Stock as
of the date of this statement.
The Investment Manager is the investment manager and the sole
holder of the non-participating voting shares of the Fund
and, accordingly, the Investment Manager has the power to
cause the Fund to vote or to dispose of securities which that
entity beneficially owns. Mr. Valle, as the sole director and
shareholder of the Investment Manager, has the power to direct
the voting or the disposition of the Shares. Therefore, for
the purposes of Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the
rules and regulations promulgated thereunder, the Reporting
Persons may be deemed to have shared voting and dispositive
power over a total of 1,551,312 shares of the Common Stock.
The filing of the Schedule 13D, as amended, shall not be
construed as an admission that the Reporting Persons are, for
purposes of Sections 13(d) or 13(g) of the Exchange Act,
the beneficial owner of any securities covered by the
Schedule 13D, as amended.
(b) As for the Fund, the number of shares of the Common Stock
as to which it has:
(i) Sole voting power: 0
(ii) Shared voting power with the Investment Manager
and Mr. Valle: 1,551,312
(iii) Sole dispositive power: 0
(iv) Shared dispositive power with the Investment Manager
and Mr. Valle: 1,551,312
As for the Investment Manager, the number of shares of the
Common Stock as to which it has:
(i) Sole voting power: 0
(ii) Shared voting power with the Fund and Mr. Valle:
1,551,312
(iii) Sole dispositive power: 0
(iv) Shared dispositive power with the Fund and Mr.
Valle: 1,551,312
As for Mr. Valle, the number of shares of the Common Stock
as to which he has:
(i) Sole voting power: 0
(ii) Shared voting power with the Fund and the
Investment Manager: 1,551,312
(iii) Sole dispositive power: 0
(iv) Shared dispositive power with the Fund and the
Investment Manager: 1,551,312
(c) The following table sets forth all transactions with
respect to the Common Stock of the Issuer effected during
the past sixty (60) days by the Fund. All such transactions
were effected in the open market.
Equity
Date
Fund
Trade
Amount
Trade Price
TAST
14 Feb 2014
HIGHLAND
-900.00
6.26
TAST
21 Feb 2014
HIGHLAND
-2,301.00
6.31
TAST
24 Feb 2014
HIGHLAND
-2,600.00
6.44
TAST
25 Feb 2014
HIGHLAND
-100.00
6.41
TAST
27 Feb 2014
HIGHLAND
-63,419.00
6.49
TAST
28 Feb 2014
HIGHLAND
-55,000.00
7.19
TAST
04 Mar 2014
HIGHLAND
-145,076.00
7.91
TAST
05 Mar 2014
HIGHLAND
-11,785.00
7.85
TAST
06 Mar 2014
HIGHLAND
-15,824.00
7.80
(d) Not applicable
(e) Not applicable
SIGNATURE
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.
Dated: March 7, 2014
_________________________
Highland Investment Fund
By: Humberto de Paula Lima Isaac
Title: Attorney-in-fact
_________________________
Otima Investments Management S.A.
By: Humberto de Paula Lima Isaac
Title: Attorney-in-fact
_________________________
Antonio Carlos de Freitas Valle
By: Humberto de Paula Lima Isaac
Title: Attorney-in-fact
n1 See Item 5(a) below
n2 Idem
n3 Idem
n4 Idem
n5 Idem
n6 Idem
n7 Idem
n8 Idem
n9 See Item 5(a)-(b) below
n10 Idemn
n11 Idem
n12 Idem
n13 Based on 23,711,096 shares of the Common Stock, par value $0.01 per
share of the Issuer, outstanding as of 27 February 2014, in accordance with
Form 10-K filed by the Issuer on 3 March 2014 for the fiscal year ended on
29 December 2013, being such Form available at the Securities and Exchange
Commission website