Engaged Capital Master Feeder I Form 4 JAMBA / Glenn W. Welling 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^*

Welling Glenn W.

(Last) (First) (Middle)

C/O ENGAGED CAPITAL, LLC

610 NEWPORT CENTER DR. SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JAMBA, INC. [ JMBA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2016

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

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

	Form filed by One Reporting Person
X	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 $0.001 per share(1)	05/09/2016		A		1,757(2)	A	$0	7,608	D
Common Stock, par value $0.001 per share(1)								450,039	I	By: Engaged Capital Master Feeder I, LP(4)
Common Stock, par value $0.001 per share(1)								170,000	I	By: Managed Account of Engaged Capital, LLC(5)
Common Stock, par value $0.001 per share(1)								1,210,728	I	By: Engaged Capital Master Feeder II, LP(3)

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

1. Name and Address of Reporting Person^*

Welling Glenn W.

(Last) (First) (Middle)

C/O ENGAGED CAPITAL, LLC

610 NEWPORT CENTER DR. SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital LLC

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Holdings, LLC

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Master Feeder I, LP

(Last) (First) (Middle)

CRICKET SQUARE, HUTCHINS DRIVE

P.O. BOX 2681

(Street)

GRAND CAYMAN E9 KY1-1111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENGAGED CAPITAL I LP

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital I Offshore Ltd

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Master Feeder II, LP

(Last) (First) (Middle)

CRICKET SQUARE, HUTCHINS DRIVE

P.O. BOX 2681

(Street)

GRAND CAYMAN E9 KY1-1111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENGAGED CAPITAL II LP

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital II Offshore, Ltd.

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

Explanation of Responses:

1. This 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.

2. Consists of shares of common stock granted to Mr. Welling as compensation for his service as a director of the Issuer in lieu of receiving approximately $22,500 worth of board fees in cash.

3. Shares 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 adviser 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.

4. Shares 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 adviser 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.

5. Shares 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 CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account.

	/s/ Glenn W. Welling	05/16/2016
	Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	05/16/2016
	Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	05/16/2016
	Engaged Capital Master Feeder I, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	05/16/2016
	Engaged Capital I, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	05/16/2016
	Engaged Capital I Offshore, Ltd.; By: /s/ Glenn W. Welling, Director	05/16/2016
	Engaged Capital Master Feeder II, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	05/16/2016
	Engaged Capital II, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	05/16/2016
	Engaged Capital II Offshore Ltd.; By: /s/ Glenn W. Welling, Director	05/16/2016
	** 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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