Cosi, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
22122P101
(CUSIP Number)
|
Elliot Press
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY 10022
(212) 940-6348
|
John E. Denneen
Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151
(212) 508-4500
|
CUSIP No. 22122P101
|
1
|
NAME OF REPORTING PERSON
|
||
Royce & Associates, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS*
|
||
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,087,126 Shares
|
|
8
|
SHARED VOTING POWER
|
||
9
|
SOLE DISPOSITIVE POWER
1,087,126 Shares
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
1,087,126 Shares
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
6.01%
|
|||
14
|
TYPE OF REPORTING PERSON*
IA
|
Item 2.
|
Identity and Background
|
Schedule I to the Schedule 13D is amended and restated as set forth on Schedule I attached hereto.
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 of the Schedule 13D is hereby amended to include the following:
|
|
The source of funds for the Reporting Person was the working capital of one of the Reporting Person’s client accounts, Royce Value Plus Fund (“RVP”).
|
|
This Amendment No. 2 is being filed as a result of the open market sale of 201,315 shares of Common Stock beneficially owned by the Reporting Person and held in one of its client accounts, RVP, in transactions effected on October 10, 2013, for aggregate sale proceeds of $433,133.
|
|
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Schedule 13D is amended and restated as follows:
|
|
The Reporting Person has acquired the shares of the Company reported herein for investment purposes.
|
The Reporting Person intends to closely scrutinize and monitor developments at the Company and may communicate with members of management, the Board or other third parties on matters that the Reporting Person deems relevant to its investment in the Company, including, without limitation concerning the Company's performance and alternatives that could maximize shareholder value for all of the Company's shareholders.
The Reporting Person intends to monitor the market price for shares of Common Stock with a view toward disposing additional shares on the open market, in privately negotiated transactions or otherwise at prices deemed favorable by the Reporting Person.
Except as set forth above, at the present time the Reporting Person has no plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company, (c) a sale or transfer of a material amount of assets of the Company, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Company, (f) any other material change in the Company's business or corporate structure, (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 or (j) any action similar to any of those enumerated above.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a), 5(b), 5(c), 5(d) and 5(e) of the Schedule 13D are amended and restated to read as follows:
|
|
(a) The aggregate percentage of the outstanding Common Stock of the Company reported owned by the Reporting Person is based upon 18,098,107 shares of Common Stock of the Company outstanding, as reported in the Company's quarterly report on Form 10-Q for the quarter ended July 1, 2013.
As investment manager for RVP, the Reporting Person may be deemed to beneficially own the 1,087,126 shares held by RVP. Such shares represent approximately 6.01% of the outstanding Common Stock of the Company.
(b) By virtue of the Reporting Person's position as investment manager for RVP, the Reporting Person may be deemed to possess the sole power to vote and dispose of the shares of Common Stock held by RVP.
(c) In the 60 days prior to the date of filing of this statement, the Reporting Person effected the following sales of the Common Stock of the Issuer, which were effected in the open market and not previously reported on any Schedule 13D filing: (i) 10,000 shares at $2.1845 per share and 191,315 shares at $2.1814 per share on October 10, 2013.
|
|
(d) RVP has the right to receive, and the power to direct the receipt of dividends from, the proceeds from the sale of the shares reported herein that are held by RVP. RVP has an interest in approximately 6.01% of the Company's Common Stock.
(e) Not applicable.
|
|
Item 7.
|
Material to be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby amended to include the following:
|
|
Exhibit 1. Executive Officers of Legg Mason (Item 4A of Legg Mason's Annual Report of Form 10-K filed on May 24, 2013 is incorporated herein by reference.)
Exhibit 2. Board of Directors of Legg Mason (the Section entitled "ELECTION OF DIRECTORS" in the Annual Proxy Statement on Form DEF 14A filed by Legg Mason on June 12, 2013 is incorporated herein by reference.
|
ROYCE & ASSOCIATES, LLC
|
|
By: /s/ Daniel A. O’Byrne
Name: Daniel A. O’Byrne
Title: Vice President
|
Name
|
Present Principal
Occupation and Employment
|
Business Address
|
Charles M. Royce
President and Member of Board of Managers of Royce & Associates, LLC
|
President and Co-Chief Investment Officer of Royce & Associates, LLC
|
745 Fifth Avenue
New York, NY 10151
|
John D. Diederich
Chief Operating Officer, Chief Financial Officer, Managing Director and Member of the Board of Managers of Royce & Associates, LLC
|
Chief Operating Officer and Chief
Financial Officer of Royce & Associates, LLC
|
745 Fifth Avenue
New York, NY 10151
|
Peter H. Nachtewy
Member of the Board of Managers of Royce & Associates, LLC
|
Chief Financial Officer of Legg Mason, Inc.
|
100 International Drive
Baltimore, MD 21202-1099
|
Jeffrey A. Nattans
Member of the Board of Managers of Royce & Associates, LLC
|
Executive Vice President of Legg Mason, Inc.
|
100 International Drive
Baltimore, MD 21202-1099
|
F. Barry Bilson
Member of the Board of Managers of Royce & Associates, LLC
|
Senior Vice President of Legg Mason, Inc.
|
100 International Drive
Baltimore, MD 21202-1099
|
Jack E. Fockler, Jr.
Managing Director and Vice President of Royce & Associates, LLC
|
Vice President of Royce & Associates, LLC
|
745 Fifth Avenue
New York, NY 10151
|
W. Whitney George
Managing Director and Vice President of Royce & Associates, LLC
|
Vice President of Royce & Associates, LLC
|
745 Fifth Avenue
New York, NY 10151
|
Daniel A. O'Byrne
Principal and Vice President of Royce & Associates, LLC
|
Vice President of Royce & Associates, LLC
|
745 Fifth Avenue
New York, NY 10151
|