SEC Form 4 · accession 0000921895-15-002441
JAMBA, INC. · JMBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Engaged Capital LLC
10% Owner
ENGAGED CAPITAL I LP
Other
Engaged Capital Holdings, LLC
10% Owner
Glenn W. Welling
Director · 10% Owner
Period of report
Nov 9, 2015
Accepted (ET)
Nov 12, 2015 · 2:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001316898
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F3 | Nov 9, 2015 | P | 15,768 | $14.47 | A | 1,197,547 | I | By: Engaged Capital Master Feeder II, LP |
| Common Stock, par value $0.001 per shareF1,F3 | Nov 10, 2015 | P | 13,181 | $13.75 | A | 1,210,728 | I | By: Engaged Capital Master Feeder II, LP |
| Common Stock, par value $0.001 per shareF1,F4 | holding | — | — | — | 620,039 | I | By: Engaged Capital Master Feeder I, LP | |
| Common Stock, par value $0.001 per shareF1,F2 | holding | — | — | — | 5,851 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Engaged Capital Master Feeder I, LP ("Engaged Capital Master I"), Engaged Capital Master Feeder II, LP ("Engaged Capital Master II"), Engaged Capital I, LP ("Engaged Capital I"), Engaged Capital I Offshore, Ltd. ("Engaged Capital Offshore"), Engaged Capital II, LP ("Engaged Capital II"), Engaged Capital II Offshore Ltd. ("Engaged Capital Offshore II"), 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.
- F2The number of securities reported in this column includes 2,000 restricted stock units held by Mr. Welling as of the date of this filing.
- F3Shares owned directly by Engaged Capital Master II. As feeder funds of Engaged Capital Master II, each of Engaged Capital II and Engaged Capital Offshore II may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. As the general partner and investment advisor of Engaged Capital Master II, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. Mr. Welling, as the founder and Chief Investment Officer ("CIO") of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II.
- F4Shares owned directly by Engaged Capital Master I. As feeder funds of Engaged Capital Master I, each of Engaged Capital I and Engaged Capital Offshore may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. As the general partner and investment advisor of Engaged Capital Master I, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. Mr. Welling, as the founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I.
- F5Purchase effected pursuant to a Rule 10b5-1 trading plan adopted on September 8, 2015.