Amendment No. 2 to Schedule 13D

0001193125-13-361573.txt : 20130909 0001193125-13-361573.hdr.sgml : 20130909 20130909171456 ACCESSION NUMBER: 0001193125-13-361573 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130909 DATE AS OF CHANGE: 20130909 GROUP MEMBERS: RED MOUNTAIN CAPITAL MANAGEMENT, INC. GROUP MEMBERS: RED MOUNTAIN PARTNERS, L.P. GROUP MEMBERS: RMCP GP LLC GROUP MEMBERS: WILLEM MESDAG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bravo Brio Restaurant Group, Inc. CENTRAL INDEX KEY: 0001495479 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 341566328 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85734 FILM NUMBER: 131086291 BUSINESS ADDRESS: STREET 1: 777 GOODALE BOULEVARD STREET 2: SUITE 100 CITY: COLUMBUS STATE: OH ZIP: 43212 BUSINESS PHONE: (614) 326-7944 MAIL ADDRESS: STREET 1: 777 GOODALE BOULEVARD STREET 2: SUITE 100 CITY: COLUMBUS STATE: OH ZIP: 43212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RED MOUNTAIN CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001374588 IRS NUMBER: 731726370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, SUITE 925 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 432-0207 MAIL ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD, SUITE 925 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 d595524dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

BRAVO BRIO RESTAURANT GROUP, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

10567B109

(CUSIP Number)

Red Mountain Capital Partners LLC

Attn: Willem Mesdag

10100 Santa Monica Boulevard, Suite 925

Los Angeles, California 90067

Telephone (310) 432-0200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 6, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 13D/A


CUSIP No. 10567B109		PAGE 2 OF 10 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Partners LLC 73-1726370
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF (See Item 3)
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 1,666,080 shares (See Item 5)
		8	SHARED VOTING POWER None (See Item 5)
		9	SOLE DISPOSITIVE POWER 1,666,080 shares (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,080 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% (See Item 5)
14.	TYPE OF REPORTING PERSON* OO – Limited Liability Company

*	See Instructions

SCHEDULE 13D/A


CUSIP No. 10567B109		PAGE 3 OF 10 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Partners, L.P. 20-4117349
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC (See Item 3)
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 1,666,080 shares (See Item 5)
		8	SHARED VOTING POWER None (See Item 5)
		9	SOLE DISPOSITIVE POWER 1,666,080 shares (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,080 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% (See Item 5)
14.	TYPE OF REPORTING PERSON* PN – Limited Partnership

*	See Instructions

SCHEDULE 13D/A


CUSIP No. 10567B109		PAGE 4 OF 10 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RMCP GP LLC 20-4442412
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF (See Item 3)
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 1,666,080 shares (See Item 5)
		8	SHARED VOTING POWER None (See Item 5)
		9	SOLE DISPOSITIVE POWER 1,666,080 shares (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,080 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% (See Item 5)
14.	TYPE OF REPORTING PERSON* OO – Limited Liability Company

*	See Instructions

SCHEDULE 13D/A


CUSIP No. 10567B109		PAGE 5 OF 10 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Management, Inc. 13-4057186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF (See Item 3)
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 1,666,080 shares (See Item 5)
		8	SHARED VOTING POWER None (See Item 5)
		9	SOLE DISPOSITIVE POWER 1,666,080 shares (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,080 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% (See Item 5)
14.	TYPE OF REPORTING PERSON* CO – Corporation

*	See Instructions

SCHEDULE 13D/A


CUSIP No. 10567B109		PAGE 6 OF 10 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Willem Mesdag
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,666,080 shares (See Item 5)
		8	SHARED VOTING POWER None (See Item 5)
		9	SOLE DISPOSITIVE POWER 1,666,080 shares (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,080 shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% (See Item 5)
14.	TYPE OF REPORTING PERSON* IN – Individual

*	See Instructions

SCHEDULE 13D/A


CUSIP No. 10567B109				PAGE 7 OF 10 PAGES

This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2013, as amended by Amendment No. 1 thereto, filed with the SEC on August 5, 2013, by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Partners, L.P., a Delaware limited partnership (“RMP”), (iii) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, no par value (the “Common Stock”), of Bravo Brio Restaurant Group, Inc., an Ohio corporation (“BBRG”). The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 2) shall not be construed to be an admission by the Reporting Persons (as defined below) that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

RMCP LLC, RMP, and RMCP GP are sometimes collectively referred to herein as “Red Mountain.” Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.”

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of this Schedule 13D is hereby amended to include the following information:

On August 29, 2013, RMP purchased 25,000 shares of Common Stock on the open market at an average price of $15.0277 per share.

On August 30, 2013, RMP purchased 41,100 shares of Common Stock on the open market at an average price of $14.9912 per share.

On September 3, 2013, RMP purchased 24,500 shares of Common Stock on the open market at an average price of $15.1391 per share.

On September 4, 2013, RMP purchased 40,000 shares of Common Stock on the open market at an average price of $15.0199 per share.

On September 5, 2013, RMP purchased 14,400 shares of Common Stock on the open market at an average price of $15.1163 per share.

On September 6, 2013, RMP purchased 48,000 shares of Common Stock on the open market at an average price of $15.2362 per share.

The source of the funds used by RMP to purchase all such shares was working capital of RMP.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:


		(a)-(b)		RMP beneficially owns, in the aggregate, 1,666,080 shares of Common Stock, which represent approximately 8.5% of the outstanding Common Stock.⁽¹⁾ RMP has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, all such 1,666,080 shares of Common Stock.

⁽¹⁾	All calculations of percentage ownership in this Schedule 13D are based on 19,606,058 shares of Common Stock outstanding as of August 1, 2013, as reported in the Form 10-Q which was filed by BBRG with the Securities and Exchange Commission on August 2, 2013.

SCHEDULE 13D/A


CUSIP No. 10567B109				PAGE 8 OF 10 PAGES


		Because each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to control RMP, each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote of, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMP.

		Other than shares of Common Stock beneficially owned by RMP, none of the Reporting Persons, Mr. Teets or Mr. Watkinson may be deemed to beneficially own any shares of Common Stock.

		Each of RMCP LLC, RMP and RMCP GP affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.

		The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, each of Mr. Teets and Mr. Watkinson disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.

Item 5(c) of this Schedule 13D is hereby amended to include the following information:

	(c)	The information set forth above in Item 3 is hereby incorporated by reference in response to this Item 5(c).

SCHEDULE 13D/A


CUSIP No. 10567B109				PAGE 9 OF 10 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: September 9, 2013


RED MOUNTAIN CAPITAL PARTNERS LLC

/s/ Willem Mesdag
By: Willem Mesdag
Title: Authorized Signatory

RED MOUNTAIN PARTNERS, L.P.

By:		RMCP GP LLC, its general partner

		/s/ Willem Mesdag
		By: Willem Mesdag
		Title: Authorized Signatory

RMCP GP LLC

/s/ Willem Mesdag
By: Willem Mesdag
Title: Authorized Signatory

RED MOUNTAIN CAPITAL MANAGEMENT, INC.

/s/ Willem Mesdag
By: Willem Mesdag
Title: President

WILLEM MESDAG

/s/ Willem Mesdag

SCHEDULE 13D/A


CUSIP No. 10567B109				PAGE 10 OF 10 PAGES

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

1		Joint Filing Agreement, dated as of May 20, 2013, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on May 20, 2013).