SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2015 | 3. Issuer Name and Ticker or Trading Symbol Bojangles', Inc. [ BOJA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 33,868,321 | (1) | I | I(2)(3)(4)(5)(6)(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities are shares of Series A Preferred Stock (the "Series A Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series A Shares do not have an expiration date. Prior to the closing of the Issuer's Initial Public Offering, the Issuer will effect a 359.03843-for-1 stock split of its Common Stock (subject to rounding to eliminte any fractional shares), into the number of shares of Comon Stock shown in column 3 above. |
| 2. Advent-Bojangles Acquisition Limited Partnership ("ABA") directly owns 94,330.6305 Series A Shares of the Issuer. The Advent Funds (as defined below) directly own all of the partnership interests in ABA. ABA, together with Advent International Corporation ("AIC"), Advent International LLC ("AILLC"), GPE VI GP Limited Partnership ("GPE VI"), GPE VI GP (Delaware) Limited Partnership ("GPE VI D") and the Advent Funds, are referred to herein as the "Reporting Persons". The shares directly owned by ABA may be deemed indirectly owned by the other Reporting Persons; however, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. |
| 3. AIC is the manager of AILLC which is the general partner of each of GPE VI, GPE VI D, Advent Partners GPE VI 2008 Limited Partnership ("GPE 2008), Advent Partners GPE VI 2009 Limited Partnership ("GPE 2009"), Advent Partners GPE VI 2010 Limited Partnership ("GPE 2010"), Advent Partners GPE VI-A Limited Partnership ("GPE A"), and Advent Partners GPE VI-A 2010 Limited Partnership ("GPE A 2010", together with GPE 2008, GPE 2009, GPE 2010 and GPE A, collectively, the "Advent Partner Entities"). |
| 4. GPE VI D is the general partner of the following entities: Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and GPE VI-E Limited Partnership (collectively, the "GPE VI D Funds"). |
| 5. GPE VI is the general partner of the following entities: Advent International GPE VI-G Limited Partnership, Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent Internal GPE VI-B Limited Partnership, and Advent International GPE VI-F Limited Partnership (collectively, the "GPE VI Funds" and together with the GPE VI D Funds and the Advent Partner Entities, collectively the "Advent Funds"). |
| 6. The indirect ownership interest consists of 15,501,530 shares indirectly owned by Advent International GPE VI Limited Partnership; 8,734,640 shares indirectly owned by Advent International GPE VI-A Limited Partnership; 785,745 shares indirectly owned by Advent International GPE VI-B Limited Partnership; 795,906 shares indirectly owned by Advent International GPE VI-C Limited Partnership; 613,017 shares indirectly owned by Advent International GPE VI-D Limited Partnership; 1,950,815 shares indirectly owned by Advent International GPE VI-E Limited Partnership; 2,916,062 shares indirectly owned by Advent International GPE VI-F Limited Partnership; 1,835,663 shares indirectly owned by Advent International GPE VI-G Limited Partnership. |
| 7. The indirect ownership interest consists of 568,988 shares indirectly owned by Advent Partners GPE VI 2008 Limited Partnership; 20,321 shares indirectly owned by Advent Partners GPE VI 2009 Limited Partnership; 44,029 shares indirectly owned by Advent Partners GPE VI 2010 Limited Partnership; 47,416 shares indirectly owned by Advent Partners GPE VI-A Limited Partnership; and 54,189 shares indirectly owned by Advent Partners GPE VI-A 2010 Limited Partnership. |
| Remarks: |
| This Form 3 is the second of two Form 3's being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer Advent International Corporation. |
| /s/ Michelle M. Wong (Attorney in Fact) | 05/07/2015 | |
| Michael Ristaino | 05/07/2015 | |
| Michelle M. Wong (Attorney In Fact) | 05/07/2015 | |
| Michelle M. Wong (Attorney In Fact) | 05/07/2015 | |
| Michelle M. Wong (Attorney In Fact) | 05/07/2015 | |
| Michelle M. Wong (Attorney In Fact) | 05/07/2015 | |
| Michelle M. Wong (Attorney In Fact) | 05/07/2015 | |
| Michelle M. Wong (Attorney In Fact) | 05/07/2015 | |
| Michelle M. Wong (Attorney In Fact) | 05/07/2015 | |
| ** 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 5 (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. | ||