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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Chang Jae (Last) (First) (Middle) 11480 SOUTH STREET, SUITE 205 (Street) CERRITOS CA 90703 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2023	3. Issuer Name and Ticker or Trading Symbol GEN Restaurant Group, Inc. [ GENK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Co-Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	5,013,437	D
Class B Common Stock	4,301,726	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units	(2)	(2)	Class A Common Stock	5,013,437	(2)	D
Class B Units	(2)	(2)	Class A Common Stock	4,301,726	(2)	I	See footnote(1)

Explanation of Responses:

1. The securities reported on this row are held by Juhee Han, Mr. Chang's spouse.

2. The Class B Units of GEN Restaurant Companies, LLC are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock will be automatically cancelled.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Thomas Croal, attorney-in-fact	06/27/2023
	** 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 constitutes and
appoints Thomas Croal, his or her true and lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned, in his or her
capacity as an officer, director or ten percent stockholder of GEN Restaurant
Group, Inc. (the "Issuer"), Forms 3, 4, and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

        (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4, or 5 and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar authority;
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 each 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 attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Issuer assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to his
or her holdings of and transactions in securities issued by the Issuer, unless
earlier revoked by him in a signed writing delivered to the foregoing
attorneys-in-fact.

                       [Signature on following page.]

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
June 15, 2023.

/s/ Jae Chang
-------------------------------
Jae Chang