0001140361-13-043329.txt : 20131118 0001140361-13-043329.hdr.sgml : 20131118 20131118160120 ACCESSION NUMBER: 0001140361-13-043329 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131118 FILED AS OF DATE: 20131118 DATE AS OF CHANGE: 20131118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EINSTEIN NOAH RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000949373 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133690261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 ZANG STREET STREET 2: SUITE 300 CITY: LAKEWOOD STATE: CO ZIP: 80228 BUSINESS PHONE: 3035688000 MAIL ADDRESS: STREET 1: 555 ZANG STREET STREET 2: SUITE 300 CITY: LAKEWOOD STATE: CO ZIP: 80228 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD RESTAURANT GROUP INC DATE OF NAME CHANGE: 20010928 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE MANHATTAN BAGEL INC DATE OF NAME CHANGE: 19990413 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE & BAGELS INC / DATE OF NAME CHANGE: 19981007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greenlight Capital Offshore Partners CENTRAL INDEX KEY: 0001491193 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227013 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-973-1900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DME Capital Management, LP CENTRAL INDEX KEY: 0001489933 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227015 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-973-1900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DME Advisors GP, L.L.C. CENTRAL INDEX KEY: 0001358081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227016 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.973.1900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227019 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EINHORN DAVID CENTRAL INDEX KEY: 0001240451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227022 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DME Advisors, LP CENTRAL INDEX KEY: 0001300763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227017 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.973.1900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Greenlight Capital Advisors, L.L.C. DATE OF NAME CHANGE: 20040817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DME Management GP, LLC CENTRAL INDEX KEY: 0001489932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227014 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-973-1900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL INC CENTRAL INDEX KEY: 0001079114 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227021 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL L P CENTRAL INDEX KEY: 0001015370 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227018 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-973-1900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL QUALIFIED, L.P. CENTRAL INDEX KEY: 0001052968 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33515 FILM NUMBER: 131227020 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-973-1900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: GREENLIGHT CAPITAL QUALIFIED LP /NY DATE OF NAME CHANGE: 19980114 4 1 doc1.xml FORM 4 X0306 4 2013-11-18 0 0000949373 EINSTEIN NOAH RESTAURANT GROUP INC BAGL 0001240451 EINHORN DAVID 140 EAST 45TH STREET FLOOR 24 NEW YORK NY 10017 0 0 1 1 See Footnotes (1)-(9) 0001079114 GREENLIGHT CAPITAL INC 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001052968 GREENLIGHT CAPITAL QUALIFIED, L.P. 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001040272 GREENLIGHT CAPITAL LLC 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001015370 GREENLIGHT CAPITAL L P 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001300763 DME Advisors, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001358081 DME Advisors GP, L.L.C. 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001489933 DME Capital Management, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001489932 DME Management GP, LLC 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001491193 Greenlight Capital Offshore Partners 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock, par value $0.001 per share 2013-11-18 4 S 0 849900 17.00 D 1663830 I See Footnote Common Stock, par value $0.001 per share 2013-11-18 4 S 0 153300 17.00 D 300326 I See Footnote Common Stock, par value $0.001 per share 2013-11-18 4 S 0 1496800 17.00 D 2912455 I See Footnote Common Stock, par value $0.001 per share 750000 I See Footnote Common Stock, par value $0.001 per share 794376 I See Footnote Common Stock, par value $0.001 per share 312482 I See Footnote David Einhorn is the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC"), DME Advisors GP, LLC ("DME GP") and DME Management GP, LLC ("DME Management GP"), and the president of Greenlight Capital, Inc. ("Greenlight Inc."). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM"). One or more of the foregoing entities control the disposition and voting of shares of common stock, par value $0.001 per share (the "Common Stock"), of Einstein Noah Restaurant Group, Inc. ("Einstein Noah"), owned by one or more of the following entities: Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore Partners ("Greenlight Offshore"), Greenlight Capital (Gold), LP ("Greenlight Gold"), Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore") and an account managed by DME (the "Managed Account," and, together with Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, Greenlight LLC, Greenlight Inc., DME GP, DME, DME Management GP and DME CM, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Einhorn and the Greenlight Parties disclaim beneficial ownership of the Common Stock except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that David Einhorn or any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, or the Managed Account. Greenlight LLC controls the voting and disposition of 1,663,830 shares of Common Stock through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Qualified. Greenlight LLC controls the voting and disposition of 300,326 shares of Common Stock through the account of Greenlight Fund, of which Greenlight LLC is the general partner. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Fund. Greenlight Inc. controls the voting and disposition of 2,912,455 shares of Common Stock held by Greenlight Offshore. Greenlight Inc. is the investment manager of Greenlight Offshore. As the president and director of Greenlight Inc., Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Offshore. DME controls the voting and disposition of 750,000 shares of Common Stock through the Managed Account, for which DME serves as the investment manager. As the senior managing member of DME GP, which is the general partner of DME, Mr. Einhorn may be deemed to beneficially own the shares held by the Managed Account. DME Management GP controls the voting and disposition of 794,376 shares of Common Stock through the account of Greenlight Gold, of which DME Management GP is the general partner. As the senior managing member of DME Management GP, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Gold. DME CM controls the voting and disposition of 312,482 shares of Common Stock through the account of Greenlight Gold Offshore, of which DME CM is the investment manager. As the senior managing member of DME GP, which is the general partner of DME CM, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Gold Offshore. Power of Attorney executed by David Einhorn, authorizing Harry Brandler and Daniel Roitman to sign and file this report, which was filed as Exhibit 99.2 to the Schedule 13G relating to NCR Corporation filed with the Securities and Exchange Commission on May 24, 2010, is incorporated herein by reference. /s/ Daniel Roitman, attorney-in-fact for David Einhorn 2013-11-18 /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C. 2013-11-18 /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc. 2013-11-18 /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C., General Partner of Greenlight Capital, L.P. 2013-11-18 /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C., General Partner of Greenlight Capital Qualified, L.P. 2013-11-18 /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc., Investment Manager of Greenlight Capital Offshore Partners 2013-11-18 /s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. 2013-11-18 /s/ Daniel Roitman, Chief Operating Officer of DME Capital Management, L.P. 2013-11-18 /s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C. 2013-11-18 /s/ Daniel Roitman, Chief Operating Officer of DME Management GP, LLC 2013-11-18