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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* VARDON CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 120 WEST 45TH STREET 17TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COSI INC [ COSI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/26/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	12/26/2006		S		2,970	D	$5.1093	38,193(1)	D
Common Stock, par value $.01 per share	12/26/2006		S		57,846	D	$5.1093	23,466(2)	D
Common Stock, par value $.01 per share	12/26/2006		S		1,077	D	$5.1093	84,057(3)	D
Common Stock, par value $.01 per share	12/26/2006		S		4,285	D	$5.1093	1,537,511(4)	D
Common Stock, par value $.01 per share	12/26/2006		S		9,476	D	$5.1093	723,533(5)	D
Common Stock, par value $.01 per share	12/26/2006		J		0	D	$0	1,882,640	I(6)	See Footnote 6
Common Stock, par value $.01 per share	12/26/2006		J		0	D	$0	4,303,940	I(7)	See Footnote 7

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* VARDON CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 120 WEST 45TH STREET 17TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VARDON PARTNERS LP (Last) (First) (Middle) 120 WEST 45TH STREET 17TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VARDON PARTNERS II LP (Last) (First) (Middle) 120 WEST 45TH STREET 17TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VARDON INTERNATIONAL BP LTD (Last) (First) (Middle) P O BOX 32021 SMB 2ND FILE ANCHORAGE CENTER (Street) GRAND CAY CAY ISL BWI E9 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VARDON FOCUS FUND LP (Last) (First) (Middle) 120 WEST 45TH STREET 17TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are owned by Vardon Partners, L.P., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P. (as of January 1, 2007 known as Vardon Continuum Fund, L.P), Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

2. These securities are owned by Vardon Partners II, L.P., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P. (as of January 1, 2007 known as Vardon Continuum Fund, L.P), Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

3. These securities are owned by Vardon International BP, Ltd., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P. (as of January 1, 2007 known as Vardon Continuum Fund, L.P), Vardon International, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

4. These securities are owned by Vardon Focus Fund, L.P., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P. (as of January 1, 2007 known as Vardon Continuum Fund, L.P), Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

5. These securities are held in the accounts of certain managed accounts advised by Vardon Capital Management, LLC. Richard W. Shea, Jr. is the managing member of Vardon Capital Management, LLC. Vardon Capital Management, LLC and Richard W. Shea, Jr. each may be deemed the beneficial owner the securities. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

6. These securities are held in the accounts of private investment vehicles to which Vardon Capital, LLC serves as general partner. Richard W. Shea, Jr. is the managing member of Vardon Capital, LLC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

7. These securities are held in the accounts of certain private investment vehicles advised by Vardon Capital Management, LLC. Richard W. Shea, Jr. is the managing member of Vardon Capital Management, LLC an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

	Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P.; by their general partner, Vardon Capital, LLC by its Managing Member, Richard W. Shea, Jr.: /s/ Richard W. Shea, Jr.	01/19/2007
	Vardon International BP, Ltd. by its director, Richard W. Shea, Jr.: /s/ Richard W. Shea, Jr.	01/19/2007
	Vardon Capital, LLC by its Managing Member, Richard W. Shea, Jr.: /s/ Richard W. Shea, Jr.	01/19/2007
	Vardon Capital Management, LLC, by its Managing Member, Richard W. Shea, Jr.: /s/ Richard W. Shea, Jr.	01/19/2007
	** 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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