X0202 4 2008-02-07 0 0000864233 O CHARLEYS INC CHUX 0001219603 ROSENFELD ERIC C/O CRESCENDO PARTNERS II, L.P. 825 THIRD AVENUE, 40TH FLOOR NEW YORK NY 10022 0 0 1 0 0001280745 CRESCENDO INVESTMENTS II LLC 825 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 0 1 See Explanation of Responses 0001405544 CRESCENDO INVESTMENTS III LLC 825 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 0 1 See Explanation of Responses 0001219602 CRESCENDO PARTNERS II LP 825 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 0 1 See Explanation of Responses 0001405546 CRESCENDO PARTNERS III LP 825 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 0 1 See Explanation of Responses Common Stock, no par value 2008-02-07 4 P 0 60000 11.4069 A 2511391 I By Crescendo Partners II, L.P., Series Z Common Stock, no par value 2008-02-08 4 P 0 23500 11.6466 A 2534891 I By Crescendo Partners II, L.P., Series Z Common Stock, no par value 136474 I By Crescendo Partners III, L.P. This Form 4 is filed jointly by Crescendo Partners II, L.P., Series Z ("Crescendo Partners II"), Crescendo Investments II, LLC, ("Crescendo Investments II"), Crescendo Partners III, L.P., ("Crescendo Partners III"), Crescendo Investments III, LLC, ("Crescendo Investments III") and Eric Rosenfeld (collectively the "Reporting Persons"). Crescendo Investments II is the general partner of Crescendo Partners II. Crescendo Investments III is the general partner of Crescendo Partners III. The managing member of each of Crescendo Investments II and Crescendo Investments III is Eric Rosenfeld. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Consists of Shares owned by Crescendo Partners II. Crescendo Investments II, as the general partner of Crescendo Partners II, may be deemed to beneficially own the Shares owned by Crescendo Partners II. Mr. Rosenfeld, as the managing member of Crescendo Investments II, may be deemed to beneficially own the Shares beneficially owned by Crescendo Partners II. Each of Mr. Rosenfeld and Crescendo Investments II disclaims beneficial ownership of the Shares owned by Crescendo Partners II except to the extent of his or its pecuniary interest therein. Consists of Shares owned by Crescendo Partners III. Crescendo Investments III, as the general partner of Crescendo Partners III, may be deemed to beneficially own the Shares owned by Crescendo Partners III. Mr. Rosenfeld, as the managing member of Crescendo Investments III, may be deemed to beneficially own the Shares beneficially owned by Crescendo Partners III. Each of Mr. Rosenfeld and Crescendo Investments III disclaims beneficial ownership of the Shares owned by Crescendo Partners III except to the extent of his or its pecuniary interest therein. By: /s/ Eric Rosenfeld 2008-02-11 By: Crescendo Investments II, LLC, By: /s/ Eric Rosenfeld, Managing Member 2008-02-11 By: Crescendo Investments III, LLC, By: /s/ Eric Rosenfeld, Managing Member 2008-02-11 By: Crescendo Partners III, L.P., Series Z, By: Crescendo Investments III, LLC, General Partner, By: /s/ Eric Rosenfeld, Managing Member 2008-02-11 By: Crescendo Partners III, L.P., By: Crescendo Investments III, LLC, General Partner, By: /s/ Eric Rosenfeld, Managing Member 2008-02-11