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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Bojangles', Inc. [ BOJA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/07/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 12/07/2018 | M | 323,467 | A | $2.03 | 370,232 | D | |||
Common Stock | 12/07/2018 | F | 158,914(1) | D | $16.1 | 211,318 | 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 | ||||||||
Stock Option (right to buy) | $2.03 | 12/07/2018 | M | 277,178(2) | 08/18/2014 | 08/18/2014 | Common Stock | 277,178 | $0 | 0 | D | ||||
Stock Option (right to buy) | $2.03 | 12/07/2018 | M | 46,289(3) | 12/06/2016 | 04/16/2022 | Common Stock | 46,289 | $0 | 230,888 | D |
Explanation of Responses: |
1. Reflects 158,914 shares withheld by the issuer at the closing market price of $16.10 per share, less an exercise price of $2.03 to fund the cashless exercise of the 323,467 vested options. |
2. The time based stock options are fully vested and currently exercisable. |
3. Performance based stock options vest on a sliding scale based upon the return on investment of the funds managed by Advent International Corporation (the "Advent Holders") as compared to the Aggregate Advent Investment Amount (i.e., $162,900,210). The 277,177 performance based stock options originally granted to the reporting person will cumulatively vest on the date(s) on which the Advent Holders receive an aggregate amount of net cash proceeds as follows (1) 16.7% for 2 to 2.5 times the Aggregate Advent Investment Amount; (2) 50% for 2.5 to 3 times the Aggregate Advent Investment Amount; (3) 83.3% for 3 to 3.5 times the Aggregate Advent Investment Amount; and (4) 100% for greater than 3.5 times the Aggregate Advent Investment Amount. Currently, 16.7% of the performance based stock options originally granted to the reporting person have vested, all of which were exercised in the transaction reported hereby. |
/s/ Laura Roberts, as Attorney-in-Fact | 12/10/2018 | |
** 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. |