0001144204-15-061147.txt : 20151028 0001144204-15-061147.hdr.sgml : 20151028 20151028120925 ACCESSION NUMBER: 0001144204-15-061147 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151028 DATE AS OF CHANGE: 20151028 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: 1230 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78826 FILM NUMBER: 151179520 BUSINESS ADDRESS: STREET 1: COSI INC STREET 2: 294 WASHINGTON STREET SUITE 510 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 857-415-5000 MAIL ADDRESS: STREET 1: 294 WASHINGTON STREET STREET 2: SUITE 510 CITY: BOSTON STATE: MA ZIP: 02108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13G SC 13G 1 v423045_13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. __)*

Cosi, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

	22122P200
	(CUSIP Number)
	October 28, 2015
	(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

Page 1 of 5

_______________________________________

* 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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13G

CUSIP No.

22122P200

Page 2 of 5 Pages

1	NAME OF REPORTING PERSON
	Lloyd I. Miller, III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)		o
				(b)		o
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
			3,422,116
		6	SHARED VOTING POWER
			19,953
		7	SOLE DISPOSITIVE POWER
			3,422,116
		8	SHARED DISPOSITIVE POWER
			19,953
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,442,069
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.1%¹
12	TYPE OF REPORTING PERSON
	IN-OO**

** See Item 4.

The percentage reported in this Schedule 13G is based upon 48,147,013 shares of Common Stock outstanding according to the Form 10-Q/A filed by the Issuer on September 4, 2015.

Page 3 of 5 Pages

Item 1(a).	Name of Issuer:		Cosi, Inc.
Item 1(b).	Address of Issuers’s Principal Executive Offices:		294 Washington Street
			Suite 510
			Boston, Massachusetts 02108

Item 2(a).	Name of Person Filing:		Lloyd I. Miller, III
Item 2(b).	Address of Principal Business Office or, if None, Residence:		3300 South Dixie Highway
			Suite 1-365
			West Palm Beach, Florida 33405
Item 2(c).	Citizenship:		U.S.A.
Item 2(d).	Title of Class of Securities:		Common Stock
Item 2(e).	CUSIP Number:		22122P200
Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
	Not Applicable, this statement is filed pursuant to 13d-1(c)
Item 4.	OWNERSHIP: Mr. Miller has sole voting and dispositive power with respect to 3,422,116 of the reported securities as (i) manager of a limited liability company that is the adviser to a certain trust, (ii) manager of a limited liability company that is the general partner of a certain limited partnership, (iii) manager of a limited liability company, (iv) trustee to a certain grantor retained annuity trust, and (v) an individual. Mr. Miller has shared voting and dispositive power with respect to 19,953 of the reported securities as an advisor to the trustee of a certain trust.
	(a)	3,442,069
	(b)	7.1%
	(c)	(i) sole voting power: 3,422,116
		(ii) shared voting power: 19,953
		(iii) sole dispositive power: 3,422,116
		(iv) shared dispositive power: 19,953

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
	Not Applicable

Page 4 of 5 Pages

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
	Other than shares held directly by Lloyd I. Miller, III, persons other than Lloyd I. Miller, III have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	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.

Page 5 of 5 Pages

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.

Dated: October 28, 2015	/s/ Lloyd I. Miller, III
	Lloyd I. Miller, III