Cosi (COSIQ) Form 4 COSI / William Nicolini ownership change

SEC Form 4

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

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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^*

Nicolini William

(Last) (First) (Middle)

C/O COSI, INC.

294 WASHINGTON STREET, SUITE 510

(Street)

BOSTON MA 02108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COSI INC [ COSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President Operations

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 $0.01	09/30/2015		A		75,000(1)	A	$0	75,400	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

Explanation of Responses:

1. These restricted shares were granted to the reporting person upon his promotion to Vice President Operations with Cosi, Inc. (the "Company"), with fifty percent (50%) of the shares vesting in four equal annual installments of twenty-five percent (25%) each commencing on the first anniversary of the grant date provided that the reporting person remains in the continuous employ of the Company through each such vesting date, and with fifty percent (50%) of the shares vesting in four equal installments of twenty-five percent (25%) each on the first day on which the closing price of the Company's common stock has exceeded specified price targets per share for 30 consecutive trading days of $3.50, $4.00, $4.50 and $5.00, provided that the reporting person remains in the continuous employ of the Company through each such vesting date. These shares were issued under the Amended and Restated Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan.

Remarks:

	/s/ Vicki J. Baue, Attorney In Fact	10/06/2015
	** 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).
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