SEC Form 4 · accession 0001104659-18-069727

Zoe's Kitchen, Inc. · ZOES

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Director, President, and CEO · Director

Period of report

Nov 21, 2018

Accepted (ET)

Nov 23, 2018 · 3:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001594879

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Nov 21, 2018	D	78,470	$12.75	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F1	$12.75	Nov 21, 2018	D	55,416	D	—	—	Common Stock	55,416	D
Restricted Shares^F1	$12.75	Nov 21, 2018	D	36,800	D	—	—	Common Stock	36,800	D
Employee Stock Option (right to buy)^F2	$15.00	Nov 21, 2018	J	130,000	D	—	—	Common Stock	130,000	D
Employee Stock Option (right to buy)^F2	$35.01	Nov 21, 2018	J	40,000	D	—	—	Common Stock	40,000	D
Employee Stock Option (right to buy)^F2	$27.42	Nov 21, 2018	J	34,995	D	—	—	Common Stock	34,995	D
Employee Stock Option (right to buy)^F2	$23.26	Nov 21, 2018	J	77,982	D	—	—	Common Stock	77,982	D
Employee Stock Option (right to buy)^F2	$13.60	Nov 21, 2018	J	130,000	D	—	—	Common Stock	130,000	D
Employee Stock Option (right to buy)^F2	$14.05	Nov 21, 2018	J	41,711	D	—	—	Common Stock	41,711	D

F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 16, 2018, by and among Zoe's Kitchen, Inc. (the "Company"), Cava Group, Inc., and Pita Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each outstanding share of Company Common Stock, each Company Restricted Share and Company Restricted Stock Unit Award, vested and accelerated in full and was converted into the right to receive $12.75 in cash (the "Merger Consideration").
F2At the Effective Time the unexercised options that were previously granted to the Reporting Person were cancelled for no consideration. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration, payment or right to consideration or payment.