-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BwGfU0JIIqVv5HQYLzEyDNlqw0UR5XBL1IbnPbs2xA7LZVjxHyHlaBtsC9CJb3cb tTlJaKNlHDX4WMG0etUpSA== 0000905718-10-000041.txt : 20100216 0000905718-10-000041.hdr.sgml : 20100215 20100216113918 ACCESSION NUMBER: 0000905718-10-000041 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLEN JONATHAN CENTRAL INDEX KEY: 0001069726 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COSI INC CENTRAL INDEX KEY: 0001171014 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 061393745 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78826 FILM NUMBER: 10603718 BUSINESS ADDRESS: STREET 1: COSI INC STREET 2: 1751 LAKE COOK ROAD SUITE 650 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 847-597-3200 MAIL ADDRESS: STREET 1: 1751 LAKE COOK ROAD STREET 2: SUITE 650 CITY: DEERFIELD STATE: IL ZIP: 60015 SC 13G/A 1 cosi13gam5.txt SC13GAM5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Cosi, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 22122P101 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2009 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 the Notes). CUSIP No. 22122P101 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Jonathan Gallen - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 2,000,000* ------------------------------------- (6) Shared Voting Power: 0 ------------------------------------- (7) Sole Dispositive Power: 2,000,000* ------------------------------------- (8) Shared Dispositive Power: 0 ------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000,000* - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 3.93%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * Based on 40,866,474 shares of common stock, par value $0.01 per share (the "Shares"), of Cosi, Inc. (the "Company"), outstanding as of November 4, 2009, as disclosed in the Company's quarterly report on Form 10-Q for the quarter ended September 28, 2009. As of December 31, 2009, Ahab Opportunities, L.P. ("Opportunities"), Ahab Opportunities, Ltd. ("Opportunities International") and one or more private investment accounts (the "Accounts") held in the aggregate 2,000,000 Shares. Jonathan Gallen possesses sole power to vote and direct the disposition of all securities of the Company held by Opportunities, Opportunities International and the Accounts. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is deemed to beneficially own 2,000,000 Shares, or 3.93% of the Shares deemed issued and outstanding as of December 31, 2009. Item 1(a). Name Of Issuer: Cosi, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1751 Lake Cook Road, Deerfield, Illinois 60015 Item 2(a). Name of Person Filing: Jonathan Gallen Item 2(b). Address of Principal Business Office or, if None, Residence: 299 Park Avenue, 17th Floor, New York, New York 10171 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share Item 2(e). CUSIP No.: 22122P101 Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not applicable. Item 4. Ownership (a) Amount Beneficially Owned (as of December 31, 2009): 2,000,000* (b) Percent of Class (as of December 31, 2009): 3.93%* (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote 2,000,000* (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 2,000,000* (iv) shared power to dispose or to direct the disposition of 0 - ----------------------- * Based on 40,866,474 shares of common stock, par value $0.01 per share (the "Shares"), of Cosi, Inc. (the "Company"), outstanding as of November 4, 2009, as disclosed in the Company's quarterly report on Form 10-Q for the quarter ended September 28, 2009. As of December 31, 2009, Ahab Opportunities, L.P. ("Opportunities"), Ahab Opportunities, Ltd. ("Opportunities International") and one or more private investment accounts (the "Accounts") held in the aggregate 2,000,000 Shares. Jonathan Gallen possesses sole power to vote and direct the disposition of all securities of the Company held by Opportunities, Opportunities International and the Accounts. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is deemed to beneficially own 2,000,000 Shares, or 3.93% of the Shares deemed issued and outstanding as of December 31, 2009. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X] Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. February 16, 2010 /s/ Jonathan Gallen ------------------------------------------- Jonathan Gallen, in his capacity as the investment manager for Ahab Opportunities, L.P., Ahab Opportunities, Ltd. and the Accounts Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----