SEC FORM 4

SEC Form 4

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^*

Miles Kevin

(Last)

(First)

(Middle)

C/O ZOE'S KITCHEN, INC.

5760 STATE HIGHWAY 121, SUITE 250

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoe's Kitchen, Inc. [ ZOES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Director, President, and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2018		D⁽¹⁾		78,470	D	$12.75	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$12.75	11/21/2018		D⁽¹⁾			55,416	⁽¹⁾	⁽¹⁾	Common Stock	55,416	$12.75	0	D
Restricted Shares	$12.75	11/21/2018		D⁽¹⁾			36,800	⁽¹⁾	⁽¹⁾	Common Stock	36,800	$12.75	0	D
Employee Stock Option (right to buy)	$15	11/21/2018		J⁽²⁾			130,000	⁽²⁾	⁽²⁾	Common Stock	130,000	$0	0	D
Employee Stock Option (right to buy)	$35.01	11/21/2018		J⁽²⁾			40,000	⁽²⁾	⁽²⁾	Common Stock	40,000	$0	0	D
Employee Stock Option (right to buy)	$27.42	11/21/2018		J⁽²⁾			34,995	⁽²⁾	⁽²⁾	Common Stock	34,995	$0	0	D
Employee Stock Option (right to buy)	$23.26	11/21/2018		J⁽²⁾			77,982	⁽²⁾	⁽²⁾	Common Stock	77,982	$0	0	D
Employee Stock Option (right to buy)	$13.6	11/21/2018		J⁽²⁾			130,000	⁽²⁾	⁽²⁾	Common Stock	130,000	$0	0	D
Employee Stock Option (right to buy)	$14.05	11/21/2018		J⁽²⁾			41,711	⁽²⁾	⁽²⁾	Common Stock	41,711	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 16, 2018, by and among Zoe's Kitchen, Inc. (the "Company"), Cava Group, Inc., and Pita Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each outstanding share of Company Common Stock, each Company Restricted Share and Company Restricted Stock Unit Award, vested and accelerated in full and was converted into the right to receive $12.75 in cash (the "Merger Consideration").

2. At the Effective Time the unexercised options that were previously granted to the Reporting Person were cancelled for no consideration. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration, payment or right to consideration or payment.

	/s/ Michael Todd as Attorney-in-Fact for Kevin Miles	11/23/2018
	** 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).
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