SEC FORM 4

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

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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^*

GEIGER JULIAN

(Last)

(First)

(Middle)

7 CHOWNING DR

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Crumbs Bake Shop, Inc. [ CRMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/09/2012		M		319,600	A	⁽¹⁾	319,600	D
Series A Voting Preferred Stock	10/09/2012		D		31,960	D	⁽²⁾	47,940	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
New Crumbs Class B Exchangable Units	⁽¹⁾	10/09/2012		M			319,600	⁽³⁾	⁽⁴⁾	Common Stock	319,600	⁽⁵⁾	479,400	D

Explanation of Responses:

1. Each of the New Crumbs Class B Exchangeable Units ("Class B Units") are initially immediately exchangeable for one share of common stock of the issuer without additional consideration, subject to the Exchange and Support Agreement by and among the Issuer, Crumbs Holdings LLC ("Crumbs"), Bauer Holdings Inc., Jason Bauer, Mia Bauer, Victor Bauer and EHL Holdings LLC and John D. Ireland, dated as of May 5, 2011. On November 14, 2011, the reporting person entered into an Accession Agreement to such Exchange and Support Agreement pursuant to which the reporting person became a party to such Exchange and Support Agreement.

2. The securities were surrendered in connection with the reporting person's exchange of Class B Units for shares of common stock pursuant to the Exchange and Support Agreement dated May 5, 2011 by and among the issuer, Crumbs, Bauer Holdings Inc., Jason Bauer, Mia Bauer, Victor Bauer and EHL Holdings LLC and John D. Ireland. On November 14, 2011, the reporting person entered into an Accession Agreement to such Exchange and Support Agreement pursuant to which the reporting person became a party to such Exchange and Support Agreement.

3. Each Class B Unit is exchangeable for one share of issuer common stock. 50% of the Each Class B Units are fully vested, and 50% of the Class B Units vest on November 14, 2012.

4. The Class B Units do not expire.

5. The Class B Units were granted to the reporting person for service as President and Chief Executive Officer of the issuer and Crumbs pursuant to the terms of an Employment Agreement and Securities Grant Agreement, each by and among the reporting person, the issuer and Crumbs, and each dated November 14, 2011.

	/s/ Julian Geiger	10/09/2012
	** 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.