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
NEW WORLD RESTAURANT GROUP INC [ NWRG.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/16/2006 | ||||||||||||||||||||||||||
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, par value $0.001 per share | 01/18/2006 | X | 30,940 | A | $0.6 | 3,729,185(1)(2) | I | See Footnote(3) | ||
Common Stock, par value $0.001 per share | 01/18/2006 | S | 4,125 | D | $4.5 | 3,725,060(1)(2) | I | See Footnote(3) | ||
Common Stock, par value $0.001 per share | 01/18/2006 | X | 13,804 | A | $0.6 | 1,219,739(1)(2) | I | See Footnote(4) | ||
Common Stock, par value $0.001 per share | 01/18/2006 | S | 1,840 | D | $4.5 | 1,217,899(1)(2) | I | See Footnote(4) | ||
Common Stock, par value $0.001 per share | 01/18/2006 | X | 25,719 | A | $0.6 | 4,669,506(1)(2) | I | See Footnote(5) | ||
Common Stock, par value $0.001 per share | 01/18/2006 | S | 3,429 | D | $4.5 | 4,666,077(1)(2) | I | See Footnote(5) | ||
Common Stock, par value $0.001 per share(6) | 06/16/2006 | X | 170,863 | A | $0.6 | 3,895,923(1)(2) | I | See Footnote(3) | ||
Common Stock, par value $0.001 per share(6) | 06/16/2006 | S | 19,527 | D | $5.25 | 3,876,396(1)(2) | I | See Footnote(3) | ||
Common Stock, par value $0.001 per share(6) | 06/16/2006 | X | 65,779 | A | $0.6 | 1,283,678(1)(2) | I | See Footnote(4) | ||
Common Stock, par value $0.001 per share(6) | 06/16/2006 | S | 7,518 | D | $5.25 | 1,276,160(1)(2) | I | See Footnote(4) | ||
Common Stock, par value $0.001 per share(6) | 06/16/2006 | X | 179,493 | A | $0.6 | 4,845,570(1)(2) | I | See Footnote(5) | ||
Common Stock, par value $0.001 per share(6) | 06/16/2006 | S | 20,514 | D | $5.25 | 4,825,056(1)(2) | I | See Footnote(5) | ||
Common Stock, par value $0.001 per share(6) | 06/16/2006 | X | 2,461 | A | $1 | 3,878,857(1)(2) | I | See Footnote(3) | ||
Common Stock, par value $0.001 per share(6) | 06/16/2006 | X | 1,015 | A | $1 | 1,277,175(1)(2) | I | See Footnote(4) | ||
Common Stock, par value $0.001 per share(6) | 06/16/2006 | X | 2,381 | A | $1 | 4,827,437(1)(2) | I | See Footnote(5) |
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 | ||||||||
Common Stock Warrant (right to buy) | $0.6 | 01/18/2006 | X | 30,940 | 01/18/2001 | 01/18/2006 | Common Stock | 30,940(1)(2) | $0 | 0 | I | See Footnote(3) | |||
Common Stock Warrant (right to buy) | $0.6 | 01/18/2006 | X | 13,804 | 01/18/2001 | 01/18/2006 | Common Stock | 13,804(1)(2) | $0 | 0 | I | See Footnote(4) | |||
Common Stock Warrant (ribht to buy) | $0.6 | 01/18/2006 | X | 25,719 | 01/18/2001 | 01/18/2006 | Common Stock | 25,719(1)(2) | $0 | 0 | I | See Footnote(5) | |||
Common Stock Warrant (right to buy)(6) | $0.6 | 06/16/2006 | X | 170,863 | 06/19/2001 | 06/19/2006 | Common Stock | 170,863(1)(2) | $0 | 0 | I | See Footnote(3) | |||
Common Stock Warrant (right to buy)(6) | $0.6 | 06/16/2006 | X | 65,779 | 06/19/2001 | 06/19/2006 | Common Stock | 65,779(1)(2) | $0 | 0 | I | See Footnote(4) | |||
Common Stock Warrant (right to buy)(6) | $0.6 | 06/16/2006 | X | 179,493 | 06/19/2001 | 06/19/2006 | Common Stock | 179,493(1)(2) | $0 | 0 | I | See Footnote(5) | |||
Common Stock Warrant (right to buy)(6) | $1 | 06/16/2006 | X | 2,461 | 06/19/2001 | 06/20/2006 | Common Stock | 2,461(1)(2) | $0 | 0 | I | See Footnote(3) | |||
Common Stock Warrant (right to buy)(6) | $1 | 06/16/2006 | X | 1,015 | 06/19/2001 | 06/20/2006 | Common Stock | 1,015(1)(2) | $0 | 0 | I | See Footnote(4) | |||
Common Stock Warrant (right to buy)(6) | $1 | 06/16/2006 | X | 2,381 | 06/19/2001 | 06/20/2006 | Common Stock | 2,381(1)(2) | $0 | 0 | I | See Footnote(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. The filing of this Form 4 shall not be construed as an admission that David Einhorn, the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC") and the president of Greenlight Capital, Inc. ("Greenlight Inc."), or any of the Greenlight Parties (as defined below) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock, par value $0.001 per share (the "Common Stock"), of New World Restaurent Group, Inc. ("New World") owned by Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified") or Greenlight Capital Offshore, Ltd. ("Greenlight Offshore," and, together with Greenlight Fund, Greenlight Qualified, Greenlight LLC, and Greenlight Inc., the "Greenlight Parties"). |
2. Pursuant to Rule 16a-1, each of Mr. Einhorn and the Greenlight Parties disclaims beneficial ownership except to the extent of their respective pecuniary interests. |
3. Greenlight LLC controls the voting and disposition of 3,878,857 shares of Common Stock through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Qualified. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC at the time of purchase, Mr. Einhorn controlled the disposition and voting of the securities. |
4. Greenlight LLC controls the voting and disposition of 1,277,175 shares of Common Stock through the account of Greenlight Fund, of which Greenlight LLC is the general partner. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Fund. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC at the time of purchase, Mr. Einhorn controlled the disposition and voting of the securities. Additionally, Mr. Einhorn owns a limited partnership interest in Greenlight Fund. |
5. Greenlight Inc. controls the voting and disposition of 4,827,437 shares of Common Stock through the account of Greenlight Offshore. Greenlight Inc. is the investment advisor of Greenlight Offshore and receives an asset-based fee and an annual fee based on the appreciation of Greenlight Offshore. Greenlight Offshore's total investment in New World Restaurant Group, Inc. accounts for less than 10% of its portfolio. Mr. Einhorn, as president and director of Greenlight Inc. has control over the voting and disposition of the securities of Greenlight Offshore. Additionally, Mr. Einhorm owns shares in Greenlight Offshore. |
6. The transaction disclosed is with respect to the exercise of multiple warrants with similar exercise prices and maturity dates that are held by the holder of such warrants. |
/s/ David Einhorn | 06/20/2006 | |
/s/ David Einhorn, Senior Managing Member of Greenlight Capital, L.L.C. | 06/20/2006 | |
/s/ David Einhorn, President of Greenlight Capital, Inc. | 06/20/2006 | |
/s/ David Einhorn, Senior Managing Member of Greenlight Capital, L.L.C., General Partner of Greenlight Capital, L.P. | 06/20/2006 | |
/s/ David Einhorn, Senior Managing Member of Greenlight Capital, L.L.C., General Partner of Greenlight Capital Qualified, L.P. | 06/20/2006 | |
/s/ David Einhorn, President of Greenlight Capital, Inc., Investment Advisor of Greenlight Capital Offshore, Ltd. | 06/20/2006 | |
** 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. |