SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D*
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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(Amendment No. 1)
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Bravo Brio Restaurant Group, Inc.
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(Name of Issuer)
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Common Stock, no par value
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(Title of Class of Securities)
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10567B 109
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(CUSIP Number)
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CHBravo Holding I LLC
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C/O CASTLE HARLAN INC.
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150 EAST 58TH STREET
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NEW YORK NY 10155
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Attn: David Pittaway
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212-644-8600
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Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, New York 10022
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Attn: Michael R Littenberg
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(212)756-2376
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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April 1, 2011
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(Date of Event which Requires
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Filing of this Schedule)
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CUSIP No. 10567B 109
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SCHEDULE 13D
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSON
CHBravo Holding I LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
-0-
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12
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.00%
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14
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 10567B 109
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SCHEDULE 13D
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSON
John K. Castle
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
-0-
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12
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.00%
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14
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 10567B 109
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SCHEDULE 13D
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Page 4 of 6 Pages
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Item 1.
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SECURITY AND ISSUER
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Item 4.
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PURPOSE OF TRANSACTION.
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CUSIP No. 10567B 109
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SCHEDULE 13D
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Page 5 of 6 Pages
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Item 5.
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INTEREST IN SECURITIES OF THE COMPANY.
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(a)
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Number and percentage of class beneficially owned by each Reporting Person: 0 shares of Common Stock, 0%
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(b)
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With respect to each of the Reporting Persons:
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Sole voting power: 0 shares of Common Stock
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Shared voting power: 0 shares of Common Stock
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Sole dispositive power: 0 shares of Common Stock
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Shared dispositive power: 0 shares of Common Stock
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(e)
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Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Company on April 1, 2011.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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CUSIP No. 10567B 109
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SCHEDULE 13D
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Page 6 of 6 Pages
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CHBRAVO HOLDING I LLC
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By:
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CASTLE HARLAN PARTNERS IV, L.P.,
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its managing member
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By:
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CASTLE HARLAN INC., its
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Investment Manager
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By:
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/s/ David B. Pittaway | |||
DAVID B. PITTAWAY | ||||
/s/ John K. Castle | ||||
JOHN K. CASTLE
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