Bojangles' (BOJA) Form 4 Bojangles' / Jayson Romeo 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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X

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^*

Romeo Jayson

(Last) (First) (Middle)

C/O BOJANGLES', INC.

9432 SOUTHERN PINE BOULEVARD

(Street)

CHARLOTTE NC 28273

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bojangles', Inc. [ BOJA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Chief of Staff

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2019

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	01/28/2019		D(1)		3,479	D	$16.1	0	D
Common Stock	01/28/2019		D(1)		1,301	D	$16.1	0	I	By: Wife

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
Stock Option (right to buy)	$8.42	01/28/2019		D(1)			35,903	(1)	07/24/2024	Common Stock	35,903	(1)	0	D
Stock Option (right to buy)	$14.9	01/28/2019		D(1)			25,000	(1)	06/07/2028	Common Stock	25,000	(1)	0	D
Stock Option (right to buy)	$14.9	01/28/2019		D(1)			4,000	(1)	06/07/2028	Common Stock	4,000	(1)	0	I	By: Wife
Restricted Stock Units	$0	01/28/2019		D(1)			21,876	(1)	(1)	Common Stock	21,876	$16.1	0	D
Restricted Stock Units	$0	01/28/2019		D(1)			3,398	(1)	(1)	Common Stock	3,398	$16.1	0	I	By: Wife

Explanation of Responses:

1. Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated November 5, 2018, by and among the issuer, Walker Parent, Inc. and Walker Merger Sub, Inc. At the effective time of the merger, (i) each outstanding share of common stock was cancelled and automatically converted into the right to receive $16.10 in cash and (ii) each restricted stock unit and each stock option vested in full and was converted into the right to receive $16.10 in cash (or, in the case of stock options, the difference between $16.10 and the exercise price).

	/s/ Laura Roberts, Attorney-in-Fact	01/28/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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