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
COSI INC [ COSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/21/2006 | ||||||||||||||||||||||||||
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 | 09/21/2006 | P | 1,578 | A | $5.26 | 1,543,374 | D(1) | |||
Common Stock | 09/21/2006 | P | 38 | A | $5.26 | 32,855 | D(2) | |||
Common Stock | 09/21/2006 | P | 445 | A | $5.26 | 407,825 | D(3) | |||
Common Stock | 09/21/2006 | P | 1,192 | A | $5.26 | 1,175,692 | D(4) | |||
Common Stock | 09/21/2006 | P | 250 | A | $5.26 | 250,903 | D(5) | |||
Common Stock | 09/21/2006 | P | 1,024 | A | $5.26 | 734,033 | D(6) | |||
Common Stock | 10/12/2006 | S | 1,578 | D | $5.05 | 1,541,796 | D(1) | |||
Common Stock | 10/12/2006 | S | 38 | D | $5.05 | 32,817 | D(2) | |||
Common Stock | 10/12/2006 | S | 445 | D | $5.05 | 407,380 | D(3) | |||
Common Stock | 10/12/2006 | S | 1,192 | D | $5.04 | 1,174,500 | D(4) | |||
Common Stock | 10/12/2006 | S | 250 | D | $5.05 | 250,653 | D(5) | |||
Common Stock | 10/12/2006 | S | 1,024 | D | $5.04 | 733,009 | D(6) | |||
Common Stock | 10/12/2006 | J | 0 | D | $0 | 122,475 | I | See Footnote(7) | ||
Common Stock | 10/12/2006 | J | 0 | D | $0 | 116,964 | I | See Footnote(8) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities are owned by Vardon Focus Fund, L.P., which is a reporting person. Vardon Focus Fund, L.P. may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P., Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus Fund International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea Jr. for purposes of Section 13(d) of the Exchange Act. Each reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest. |
2. These securities are owned by Vardon Focus Fund II, L.P., which is a reporting person. Vardon Focus Fund II, L.P. may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Hybrid Fund, L.P., Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus Fund International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea Jr. for purposes of Section 13(d) of the Exchange Act. Each reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest. |
3. These securities are owned by Vardon Focus Fund International, Ltd., which is a reporting person. Vardon Focus Fund International, Ltd. may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P., Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea Jr. for purposes of Section 13(d) of the Exchange Act. Each reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest. |
4. These securities are owned by Vardon Focus Fund International BP, Ltd., which is a reporting person. Vardon Focus Fund International BP, Ltd. may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P., Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea Jr. for purposes of Section 13(d) of the Exchange Act. Each reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest. |
5. These securities are owned by Vardon Hybrid Fund, L.P., which is a reporting person. Vardon Hybrid Fund, L.P. may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P., Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus Fund International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea Jr. for purposes of Section 13(d) of the Exchange Act. Each reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest. |
6. These securities are held in the accounts of certain managed accounts advised by Vardon Capital Management, LLC. Richard W. Shea, Jr. is the managing member of Vardon Capital Management, LLC. Vardon Capital Management, LLC and Richard W. Shea, Jr. each may be deemed the beneficial owner the securities. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
7. These securities are held in the accounts of private investment vehicles to which Vardon Capital, LLC serves as general partner. Richard W. Shea, Jr. is the managing member of Vardon Capital, LLC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
8. These securities are held in the accounts of certain private investment vehicles advised by Vardon Capital Management, LLC. Richard W. Shea, Jr. is the managing member of Vardon Capital Management, LLC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
/S/ Richard W. Shea, Jr., Managing Member | 10/12/2006 | |
** 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. |