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
EINSTEIN NOAH RESTAURANT GROUP INC [ BAGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2014 | ||||||||||||||||||||||||||
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, par value $0.001 per share | 11/05/2014 | P | 18,057,135(1)(2) | A | $20.25 | 100(3) | D |
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. Pursuant to the terms of the Agreement & Plan of Merger, dated as of September 29, 2014, by and among JAB Beech Inc. ("JAB"), Spruce Merger Sub Inc. ("Merger Sub") and Einstein Noah Restaurant Group, Inc. ("Einstein Noah"), JAB (through Merger Sub) commenced a cash tender offer to purchase all of the issued and outstanding shares of the common stock of Einstein Noah (the "Shares") at a price of $20.25 per Share, net to the seller in cash (less any required withholding taxes and without interest). The tender offer period expired at 12:00 midnight, New York City time, at the end of Tuesday, November 4, 2014 (the "Effective Time"), at which time approximately 16,498,208 Shares had been validly tendered and not withdrawn pursuant to the tender offer and such Shares were accepted for purchase by Merger Sub at the Effective Time. The Shares purchased represented approximately 87.0792% of Einstein Noah's outstanding Shares. |
2. The 18,057,135 shares also includes all of the outstanding Shares not tendered in the offer and deemed acquired by Merger Sub pursuant to the consummation of the merger. At the Effective Time, these shares were cancelled by operation of law pursuant to the merger. Each publicly held Share was converted into the right to receive $20.25 per Share, net to the seller in cash (less any required withholding taxes and without interest). |
3. Prior to the merger, JAB held 100 shares of the common stock of Merger Sub, par value $0.01, which shares represented all of the issued and outstanding capital stock of Merger Sub. Upon the merger of Merger Sub with and into Einstein Noah, each share of Merger Sub held by JAB was converted into one share of the surviving corporation, and Merger Sub's separate corporate existence ceased. Einstein Noah survived the merger as an indirect wholly owned subsidiary of JAB. |
Remarks: |
/s/ Joachim Creus, as President | 11/07/2014 | |
/s/ Joachim Creus and /s/ Markus Hopmann, as Authorized Representatives | 11/07/2014 | |
/s/ Joachim Creus and /s/ Markus Hopmann, as Managing Directors | 11/07/2014 | |
/s/ Joachim Creus and /s/ Markus Hopmann, as Managing Directors | 11/07/2014 | |
/s/ Joachim Creus and /s/ Markus Hopmann, as Managing Directors | 11/07/2014 | |
/s/ Joachim Creus, as President | 11/07/2014 | |
** 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. |