Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Advent International GPE VIII-I Limited Partnership 2. Issuer Name and Ticker or Trading Symbol First Watch Restaurant Group, Inc. [FWRG] 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) PRUDENTIAL TOWER, 800 BOYLSTON STREET, SUITE 3300 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2024 (Street) BOSTON, MA 02199-8069 4. If Amendment, Date Original Filed (Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/13/2024 S(1) 8,000,000(2) D $19.76(1) 19,189,784(3) I See Notes(3)(4)(5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	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
Advent International GPE VIII-I Limited Partnership PRUDENTIAL TOWER 800 BOYLSTON STREET, SUITE 3300 BOSTON, MA 02199-8069		X
Advent International GPE VIII-J Limited Partnership PRUDENTIAL TOWER 800 BOYLSTON STREET, SUITE 3300 BOSTON, MA 02199-8069		X
GPE VIII GP S.a.r.l. PRUDENTIAL TOWER 800 BOYLSTON STREET, SUITE 3300 BOSTON, MA 02199-8069		X
Advent International GPE VIII-A Limited Partnership PRUDENTIAL TOWER 800 BOYLSTON STREET, SUITE 3300 BOSTON, MA 02199-8069		X
Advent International GPE VIII-E Limited Partnership PRUDENTIAL TOWER 800 BOYLSTON STREET, SUITE 3300 BOSTON, MA 02199-8069		X
Advent International GPE VIII-G Limited Partnership PRUDENTIAL TOWER 800 BOYLSTON STREET, SUITE 3300 BOSTON, MA 02199-8069		X
Advent International GPE VIII-K Limited Partnership PRUDENTIAL TOWER 800 BOYLSTON STREET, SUITE 3300 BOSTON, MA 02199-8069		X
Advent International GPE VIII-L Limited Partnership PRUDENTIAL TOWER 800 BOYLSTON STREET, SUITE 3300 BOSTON, MA 02199-8069		X
GPE VIII GP Limited Partnership PRUDENTIAL TOWER 800 BOYLSTON STREET, SUITE 3300 BOSTON, MA 02199-8069		X

Signatures

ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President, Finance **	11/15/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	See Exhibit 99.1 for text of footnote (1).
(2)	See Exhibit 99.1 for text of footnote (2).
(3)	See Exhibit 99.1 for text of footnote (3).
(4)	See Exhibit 99.1 for text of footnote (4).
(5)	See Exhibit 99.1 for text of footnote (5).
Remarks: Exhibit 99.1 (Footnotes to Form 4) and Exhibit 99.2 (Signatures and Joint Filer Information) are incorporated by reference. Form 2 of 3: This Form 4 is the second of three Forms 4 being filed relating to the same event. The Form 4 has been split into multiple filings because there are more than 10 Reporting Persons total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Advent International, L.P.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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