SC 13D/A

SCHEDULE 13D/A of SCHEDULE 13D filed on September 15, 2011,
AMENDMENT NO. 5
Under the Securities Exchange Act of 1934


COSI, INC.
(Name of Issuer)


COMMON STOCK
(Title of Class of Securities)

22122P101
(CUSIP Number)

Bradley D. Blum
Sole Member of
BLUM Growth Fund, LLC
250 Park Avenue South, Suite 510
Winter Park, FL 32789-4388
407 622 5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 2, 2011
(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 sections 240.13d-1(e), 240.13d-1(f)or
240.13d-1(g), check the following box. [ ]

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, as amended (the "Exchange Act") or otherwise subject
to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
BLUM GROWTH FUND, LLC

2.
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)[ ]
(b)[ ]
Not applicable.

3.
SEC USE ONLY

4.
Source of Funds (See Instructions)
PF

5.
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
Not applicable.

6.
Citizenship or Place of Organization
State of Florida

Number of Shares
Beneficially Owned
By Each Reporting Person.
 7. Sole Voting Power 3,500,000
 8. Shared Voting Power -0-
 9. Sole Dispositive Power 3,500,000
10. Shared Dispositive Power - 0 -

11.
Aggregate Amount Beneficially Owned by Each Reporting Person.
3,500,000

12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares.
(See Instructions)[ ] N/A

13.
Percent of Class Represented by Amount in Row (11)
6.75%

14.
Type of Reporting Person
00 - LLC
November 2, 2011
(Date of Event Which Requires Filing of this Amendment)
This Amendment No. 5 ("Amendment No. 5") amends the Statement on
Schedule 13D filed on September 15, 2011 with respect to the common
stock (the "Common Stock"), of Cosi, Inc., a Delaware corporation
(the "Issuer"). The purpose of this Amendment No. 5 is to amend and
supplement the information contained in Items 4 and 7
with Exhibit 5.

Item 4. Purpose of Transaction.

BLUM Growth Fund, LLC percent is 6.75%.  Shares were purchased over several
months, and it was only recently that the beneficial ownership was 5% or more
of the Issuer. The purpose in purchasing additional shares, that subsequently
increased ownership (to 5% or more), was to reduce the average share price of
this investment.
4(d) As of September 6, 2011, BLUM Growth Fund, LLC is now an active investor.
The recent resignation of the CEO created a material change to the management
of the issuer. BLUM Growth Fund, LLC is now active in attempting to influence
the future of this company, including proposals to change 1) the number or
term of directors or fill any existing vacancies on the board; and 2)to
change senior management.
(Amended on November 2, 2011 to include Exhibit 5 Shareholder Feedback Sparks
Call for Special Shareholder Meeting to Elect New Leadership and
New Board Directors at Cosi)



Item 7. Materials to be Filed as Exhibits.
(Amended on November 2, 2011 to include Exhibit 5 Shareholder Feedback Sparks
Call for Special Shareholder Meeting to Elect New Leadership and
New Board Directors at Cosi)








SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth herein is true, complete and correct.

Date:  November 2, 2011

BLUM Growth Fund, LLC
Signed by: Bradley D. BLUM
Name: Bradley D. BLUM
Title: Sole Member of LLC

EX-5

BLUM Growth Fund Announces
Cosi Shareholder Survey Results

Shareholder Feedback Sparks
Call for Special Shareholder Meeting to Elect
New Leadership and New Board Directors at Cosi

Winter Park, Fla. - November 2, 2011 - BLUM Growth Fund, activist shareholder
in Cosi, Inc.(NASDAQ: COSI), today announced it has received 95 shareholder
responses from its survey taken over the past week. Nearly unanimous, the
survey results and accompanying comments show overwhelming support for the
BLUM Growth Fund plan for Cosi and overwhelming lack of confidence
in the current Board of Directors to engage the right CEO for Cosi to
lead the brand to short and long term profitability.

Noted restaurant turnaround executive and owner of BLUM Growth Fund,
Brad Blum, has publiclycalled for the board to take action to protect
shareholder investments and restore lost value, evidenced by the consistently
declining stock price of Cosi. To no avail, there have been numerous
offers from BLUM Growth Fund to meet with the current Board of Directors
to have them respond to various serious and comprehensive proposals designed
to create shareholder value.

Since all these opportunities were ignored by the Board of Directors,
BLUM Growth Fund offered a forum for shareholders to express their opinions
in an effort to exercise "shareholder democracy." It is noted that "shareholder
democracy" is very different from a proxy fight, which is expensive and
time consuming. Rather, it is a new and innovative way for shareholders
to communicate their genuine feedback directly to the Cosi Board of
Directors in a timely manner.

"We did not know the nature of the responses we would receive," said Blum.
"The responses were overwhelmingly and emphatically clear indicating a
lack of confidence in the current Board of Directors and their desire
to implement the BLUM Growth Fund plan, as provided to the Cosi Board
and the public. We remain hopeful that, with this latest information,
the Board would now be willing to meet and discuss how best to improve
company performance and greatly increase shareholder value, and to do
so on a timely basis."

Absent a positive meeting with the Board of Directors and in light of
these "shareholder democracy" survey results, BLUM Growth Fund feels it
will be necessary to call for a special shareholder meetingto elect
new leadership and new Board Directors at Cosi, as recommended by the
BLUM Growth Fund plan, officially submitted to the Board of Directors
dated October 12, 2011. A number of shareholders see this as necessary
to drive Cosi in a dramatically new and positive direction.

Cosi governance allows for this type of special election if granted by
the Board of Directors. BLUM Growth Fund would respectfully request a
special meeting of shareholders be called for by the Cosi Board of
Directors no later than Tuesday, November 8, 2011.

The survey enabled current Cosi shareholders to share their opinion
on five questions and submit comments. Results of the survey show
strong alignment between BLUM Growth Fund proposals and shareholder
desires and concerns.

"The Board seems to be delaying the inevitable, costing Cosi valuable
time and wasting money with its limited remaining cash position,"
said Blum. "The shareholders who responded to the survey agree."

"No shareholder has endorsed the current Board of Directors or feels
confident in the fate of Cosi if left in their hands," said
Howard Penney, a leading restaurant security analyst and Managing
Partner at Hedgeye Risk Management.

Eric Kuby, Chief Investment Officer at Northstar Investment Corporation
in Chicago, who owns approximately one million shares, added,
"We want shareholder democracy to prevail at Cosi. We believe that
the BLUM Growth Fund plan is a good solution. Based on his past track
record of results, we would like Brad Blum to be the chairman and CEO
of Cosi. We are surprised that the Board hasn't eagerly embraced his
offer, since he seems to be exactly what the doctor ordered."


SURVEY RESULTS are as follows:
Q: As a Cosi Shareholder, do you have the confidence that management
can make the right decisions and find the right person to be the new CEO?
Yes 2	No 93

Q: As a Cosi Shareholder, are you proud of the company's financial
performance, especially compared
to other major fast casual restaurants?
Yes 0 	No 82

Q: As a Cosi Shareholder, are you happy with your investment and the
current stock price?
Yes 0	No 81

Q: As a Cosi Shareholder, are you confident in the future of the
company with the current
Board of Directors?
Yes 0 	No 80

Q: As a Cosi Shareholder, would you like a new CEO and Board
of Directors who have communicated a plan to make the company
profitable and who can create significant shareholder value?
Yes 70 	No 2


A snapshot of shareholder comments:

The current board seems to have no interest in providing shareholders
any value for their investment. The market shows no respect for current
management and how they run the company. I think there is so much
potential in this brand and I hope it will be realized, but I am losing
faith.
James C. Clark

With the proper management Cosi should be rolling. There is no reason
Cosi couldn't be in the same league or better than Panera. Streamline
operations, pursue a strategy of smart growth, and bring in
a CEO with a proven track record of success in the restaurant
industry. Brad Blum has my vote.
Chas Kirsch



I have already stated my concern to Cosi via their website
(to which I received no response) and indicated my support for your
original message to their board. My shares have lost approximately
90% of their value since I first bought in March of '07. I am
thoroughly discouraged with the performance of the company and
welcome any actions which would result in improved operations
and a return of at least a portion of shareholder's investments.
Tom Cagle

We have owned Cosi since Sept 2005. We keep waiting for them
to make a profit. Every quarter they tell us the same thing; things
are getting better in some areas but the bottom line is they
keep losing money. It's gotten so bad that we have been hoping
that for one quarter they wouldjust break even. Obviously this group
is never going to solve the problems and Cosi will gradually
fade away unless some new people with new ideas take over.
Otherwise, it will be more of the same.
Philip & Carol Passer

Not happy with this new addition to the board that has mainly
investment background. Why not more operations oriented individual?
Al Wolstein

I fully support the initiative of Brad Blum and feel his track record
shows that he is the right man to lead Cosi. The current management
has shown that they are incapable of running the company successfully.
Professional Investor & Trader


About BLUM Growth Fund
BLUM Growth Fund, LLC is a private entrepreneurial capital investments
company that is part of BLUM Enterprises, LLC. Brad Blum is Founder and
Owner of BLUM Enterprises, whose mission is to "Provide Good Food for
the Planet." Based in Winter Park, Florida, and with officesin New York
City, BLUM Enterprises is a progressive company dedicated to creating
and operating highly profitable restaurant brands that focus on
providing good food with exceptional flavor and responsible nutrition.
The company also invests entrepreneurial capital and works closely
with established restaurant brands to achieve outstanding profitability
and shareholder value using this approach.

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Jennifer Webb
Coltrin & Associates
212-221-1616 ext. 102
Jennifer_webb@coltrin.com