SEC Form 4 · accession 0000921895-17-000664
JAMBA, INC. · JMBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Engaged Capital LLC
10% Owner
Engaged Capital Flagship Fund, L.P.
10% Owner
Engaged Capital Holdings, LLC
10% Owner
Glenn W. Welling
Director · 10% Owner
Engaged Capital Flagship Fund, Ltd.
10% Owner
Period of report
Mar 8, 2017
Accepted (ET)
Mar 10, 2017 · 5:45 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 | Mar 8, 2017 | P | 14,200 | $9.7516 | A | 2,356,592 | I | By: Engaged Capital Flagship Master Fund, LP |
| Common Stock, par value $0.001 per shareF1,F3 | Mar 9, 2017 | P | 16,357 | $9.5614 | A | 2,372,949 | I | By: Engaged Capital Flagship Master Fund, LP |
| Common Stock, par value $0.001 per shareF1,F3 | Mar 10, 2017 | P | 22,398 | $9.4613 | A | 2,395,347 | I | By: Engaged Capital Flagship Master Fund, LP |
| Common Stock, par value $0.001 per shareF1,F4 | holding | — | — | — | 230,982 | I | By: Managed Account of Engaged Capital, LLC | |
| Common Stock, par value $0.001 per shareF1,F2 | holding | — | — | — | 12,903 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), 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 1,324 restricted stock units held by Mr. Welling as of the date of this filing.
- F3Shares owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master.
- F4Shares held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account.
- F5Purchase effected pursuant to a Rule 10b5-1 trading plan adopted on December 5, 2016.