| 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
Zoe's Kitchen, Inc. [ ZOES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/14/2014 | ||||||||||||||||||||||||||
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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 | 04/14/2014 | J(1) | 8,703,317 | A | $0 | 8,703,317 | I | See Footnotes(2)(3) | ||
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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. Zoe's Investors, LLC has ceased to hold any common stock as a result of the distribution of all common stock held by Zoe's Investors, LLC to its members (including Brentwood Associates Private Equity IV, L.P.) in accordance with the units held by each member and pursuant to the terms of Zoe's Investors, LLC's Limited Liability Company Agreement, as amended. Brentwood Associates Private Equity IV, L.P., Brentwood Private Equity IV, L.P. and Brentwood Private Equity IV, LLC no longer have any beneficial interest in the shares held by Zoe's Investors, LLC prior to the distribution. |
| 2. In addition to Brentwood Associates Private Equity IV, L.P., this Form 4 is being filed jointly by Brentwood Private Equity IV, L.P., Brentwood Private Equity IV, LLC, Anthony Choe, William Barnum Jr. and Rahul Aggarwal. |
| 3. Brentwood Associates Private Equity IV, L.P. had received pursuant to the distribution described in footnote (2) 8,703,317 shares, and now owns these shares directly. Brentwood Associates Private Equity IV, L.P. is controlled by its general partner, Brentwood Private Equity IV, L.P., which is in turn controlled by its general partner, Brentwood Private Equity IV, LLC, which is in turn controlled by its five managing members, namely William Barnum, Jr., Anthony Choe, Roger Goddu, Steven W. Moore and Eric G. Reiter. No individual holds a majority of the voting power in either of the general partners. |
| /s/ Anthony Choe as Attorney-in-Fact for Brentwood Private Equity IV, LLC | 04/15/2014 | |
| /s/ Anthony Choe as Attorney-in-Fact for Brentwood Private Equity IV, L.P. | 04/15/2014 | |
| /s/ Anthony Choe as Attorney-in-Fact for Brentwood Associates Private Equity IV, L.P. | 04/15/2014 | |
| /s/ Anthony Choe as Attorney-in-Fact for Rahul Aggarwal | 04/15/2014 | |
| /s/ Anthony Choe as Attorney-in-Fact for William Barnum, Jr. | 04/15/2014 | |
| /s/ Anthony Choe | 04/15/2014 | |
| ** 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. | ||