-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJIOn3p2bHRWKapXHABPyIv6dX344gNBEXOfFiRKr61zTe6ZdJ5MprX5Xja8NTDR 28u0Ni+a3BLA6ADuqjP3AA== 0001209191-10-051909.txt : 20101027 0001209191-10-051909.hdr.sgml : 20101027 20101027181540 ACCESSION NUMBER: 0001209191-10-051909 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101026 FILED AS OF DATE: 20101027 DATE AS OF CHANGE: 20101027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mohseni Saed CENTRAL INDEX KEY: 0001297003 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34920 FILM NUMBER: 101145882 MAIL ADDRESS: STREET 1: 720 SW WASHINGTON STREET STREET 2: SUITE 550 CITY: PORTLAND STATE: OR ZIP: 97205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bravo Brio Restaurant Group, Inc. CENTRAL INDEX KEY: 0001495479 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 341566328 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 GOODALE BOULEVARD STREET 2: SUITE 100 CITY: COLUMBUS STATE: OH ZIP: 43212 BUSINESS PHONE: (614) 326-7944 MAIL ADDRESS: STREET 1: 777 GOODALE BOULEVARD STREET 2: SUITE 100 CITY: COLUMBUS STATE: OH ZIP: 43212 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-10-26 0 0001495479 Bravo Brio Restaurant Group, Inc. BBRG 0001297003 Mohseni Saed C/O BRAVO BRIO RESTAURANT GROUP, INC. 777 GOODALE BLVD, SUITE 100 COLUMBUS OH 43212 1 1 0 0 Chief Executive Officer Common Stock, par value $.001 per share 2010-10-26 4 D 0 6100 0.00 D 0 D Series A Preferred Stock, par value $.001 per share 2010-10-26 4 D 0 349.5 0.00 D 0 D Common Shares, no par value per share 2010-10-26 4 A 0 83238 0.00 A 83238 D Stock Option (right to buy) 1.45 2010-10-26 4 J 0 361719 0.00 A 2010-10-26 2017-02-13 Common Shares, no par value per share 361719 361719 D Pursuant to an Exchange Agreement dated October 18, 2010, Bravo Brio Restaurant Group, Inc. (the "Company") consummated a reorganization transaction (the "Exchange") with its shareholders on October 26, 2010, pursuant to which each outstanding share of the Company's Series A 14% Cumulative Compounding Preferred Stock, par value $.001 per share ("Existing Preferred Stock"), and each outstanding share of Common Stock, par value $.001 per share ("Existing Common Stock"), was exchanged for new common shares, no par value per share ("Common Shares") of the Company. As a result of the Exchange, the Reporting Person received 42,028 Common Shares in exchange for his Existing Common Stock and 41,210 Common Shares in exchange for his Existing Preferred Stock, respectively. This option was previously reported as covering 65,625 shares of Existing Common Stock, but has been adjusted to reflect the Exercisability Event (as defined below) and action taken by the Company's board of directors with respect to all outstanding options to match the effect of the Exchange. The exercisability of this option was previously reported as being subject to the achievement by the Company's private equity sponsors of certain performance criteria in connection with an approved sale or public offering of the Company's equity securities. The Company's board of directors determined that upon the consummation of the Company's initial public offering (the "IPO"), which occurred on October 26, 2010, (i) each outstanding option award shall be deemed to have vested in a percentage equal to the greater of 80.0% or the percentage of the option award already vested as of such date and (ii) each outstanding option award shall be deemed 80.0% exercisable (the "Exercisability Event"). Any unvested and/or unexercisable portion of the Reporting Person's option award has been forfeited. /s/ John Wejman, Attoreny-in-Fact 2010-10-27 EX-24 2 attachment1.htm EX-24 DOCUMENT
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS


	Know all by these presents, that the undersigned hereby makes, constitutes and
appoints James J. O'Connor and John Wejman as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described, on
behalf of and in the name, place and stead of the undersigned to:

(1)	prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments thereto) with respect to the securities of Bravo Brio Restaurant
Group, Inc., an Ohio corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

(2)	seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and

(3)	perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

The undersigned acknowledges that:

(1)	this Limited Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)	any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of Attorney will be in such form
and will contain such information and disclosure as such attorney-in-fact, in
his discretion, deems necessary or desirable;

(3)	neither the Company nor such attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirements of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and

(4)	this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

	The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.

	This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to such
attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of October, 2010.




			                                /s/ Saed Mohseni
							Saed Mohseni




STATE OF NEW YORK

COUNTY OF NEW YORK



	On this 20th day of October 2010, Saed Mohseni personally appeared before me,
and acknowledged that s/he executed the foregoing instrument for the purposes
therein contained.


	IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

Signature: /s/ Jefferson V. Holder

My Commission Expires: 8-05-2011


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