X0303 4 2010-10-26 0 0001495479 Bravo Brio Restaurant Group, Inc. BBRG 0001502321 Moser Michael L C/O BRAVO BRIO RESTAURANT GROUP, INC. 777 GOODALE BLVD, SUITE 100 COLUMBUS OH 43212 0 1 0 0 SVP, Operations Common Stock, par value $.001 per share 2010-10-26 4 D 0 5925 0.00 D 0 D Series A Preferred Stock, par value $.001 per share 2010-10-26 4 D 0 260.75 0.00 D 0 D Common Shares, no par value per share 2010-10-26 4 A 0 71567 0.00 A 71567 D Stock Option (right to buy) 1.45 2010-10-26 4 J 0 90430 0.00 A 2010-10-26 2016-06-29 Common Shares, no par value per share 90430 90430 D Stock Option (right to buy) 1.45 2010-10-26 4 J 0 3307 0.00 A 2010-10-26 2019-09-09 Common Shares, no par value per share 3307 93737 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 40,823 Common Shares in exchange for his Existing Common Stock and 30,744 Common Shares in exchange for his Existing Preferred Stock. This option was previously reported as covering 16,406.25 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. This option was previously reported as covering 600 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. /s/ John Wejman, Attorney-in-Fact 2010-10-27