FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bravo Brio Restaurant Group, Inc. [ BBRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/26/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $.001 per share | 10/26/2010 | D | 6,100(1) | D | $0.00 | 0 | D | |||
Series A Preferred Stock, par value $.001 per share | 10/26/2010 | D | 349.5(1) | D | $0.00 | 0 | D | |||
Common Shares, no par value per share | 10/26/2010 | A | 83,238(1) | A | $0.00 | 83,238 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Option (right to buy) | $1.45(2) | 10/26/2010 | J | 361,719(2) | 10/26/2010(3) | 02/13/2017 | Common Shares, no par value per share | 361,719(2)(3) | $0.00 | 361,719(2) | D |
Explanation of Responses: |
1. Pursuant to an Exchange Agreement dated October 18, 2010, Bravo Brio Restaurant Group, Inc. (the "Company") consummated a reorganization transaction (the "Exchange") with its shareholders on October 26, 2010, pursuant to which each outstanding share of the Company's Series A 14% Cumulative Compounding Preferred Stock, par value $.001 per share ("Existing Preferred Stock"), and each outstanding share of Common Stock, par value $.001 per share ("Existing Common Stock"), was exchanged for new common shares, no par value per share ("Common Shares") of the Company. As a result of the Exchange, the Reporting Person received 42,028 Common Shares in exchange for his Existing Common Stock and 41,210 Common Shares in exchange for his Existing Preferred Stock, respectively. |
2. This option was previously reported as covering 65,625 shares of Existing Common Stock, but has been adjusted to reflect the Exercisability Event (as defined below) and action taken by the Company's board of directors with respect to all outstanding options to match the effect of the Exchange. |
3. The exercisability of this option was previously reported as being subject to the achievement by the Company's private equity sponsors of certain performance criteria in connection with an approved sale or public offering of the Company's equity securities. The Company's board of directors determined that upon the consummation of the Company's initial public offering (the "IPO"), which occurred on October 26, 2010, (i) each outstanding option award shall be deemed to have vested in a percentage equal to the greater of 80.0% or the percentage of the option award already vested as of such date and (ii) each outstanding option award shall be deemed 80.0% exercisable (the "Exercisability Event"). Any unvested and/or unexercisable portion of the Reporting Person's option award has been forfeited. |
Remarks: |
/s/ John Wejman, Attoreny-in-Fact | 10/27/2010 | |
** 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 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). | ||
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. |