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*
Welling Glenn W.

(Last) (First) (Middle)
C/O ENGAGED CAPITAL, LLC
610 NEWPORT CENTER DR. SUITE 250

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JAMBA, INC. [ JMBA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2017
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 $0.001 per share(1) 02/06/2017 P(5) 5,453 A $9.7365 2,007,434 I By: Engaged Capital Flagship Master Fund, LP(3)
Common Stock, par value $0.001 per share(1) 02/07/2017 P(5) 9,716 A $9.5423 2,017,150 I By: Engaged Capital Flagship Master Fund, LP(3)
Common Stock, par value $0.001 per share(1) 02/08/2017 P(5) 4,000 A $9.4284 2,021,150 I By: Engaged Capital Flagship Master Fund, LP(3)
Common Stock, par value $0.001 per share(1) 230,982 I By: Managed Account of Engaged Capital, LLC(4)
Common Stock, par value $0.001 per share(1) 12,903(2) D
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*
Welling Glenn W.

(Last) (First) (Middle)
C/O ENGAGED CAPITAL, LLC
610 NEWPORT CENTER DR. SUITE 250

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Engaged Capital LLC

(Last) (First) (Middle)
610 NEWPORT CENTER DRIVE
SUITE 250

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Engaged Capital Holdings, LLC

(Last) (First) (Middle)
610 NEWPORT CENTER DRIVE
SUITE 250

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Engaged Capital Flagship Master Fund, LP

(Last) (First) (Middle)
CRICKET SQUARE, HUTCHINS DRIVE
P.O. BOX 2681

(Street)
GRAND CAYMAN E9 KY1-1111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Engaged Capital Flagship Fund, L.P.

(Last) (First) (Middle)
610 NEWPORT CENTER DRIVE
SUITE 250

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Engaged Capital Flagship Fund, Ltd.

(Last) (First) (Middle)
610 NEWPORT CENTER DRIVE
SUITE 250

(Street)
NEWPORT BEACH CA 92660

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Welling is also a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. The number of securities reported in this column includes 2,648 restricted stock units held by Mr. Welling as of the date of this filing.
3. Shares owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master.
4. Shares held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account.
5. Purchase effected pursuant to a Rule 10b5-1 trading plan adopted on December 5, 2016.
/s/ Glenn W. Welling 02/08/2017
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 02/08/2017
Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 02/08/2017
Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 02/08/2017
Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 02/08/2017
Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director 02/08/2017
** 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.