| 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 | |||
|---|---|---|---|
| 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 Preferred Stock | (1) | (1) | Common Stock | 288,699 | (1) | D | |
| Stock Option (right to buy) | (3) | 04/17/2022 | Common Stock | 346,472 | 2.03(2) | D | |
| Stock Option (right to buy) | (4) | 04/17/2022 | Common Stock | 277,177(2) | 2.03(2) | D | |
| Explanation of Responses: |
| 1. The Series A Preferred Stock will be automatically converted into Common Stock without payment of further consideration upon the closing of the issuer's initial public offering and has no expiration date. Number of shares has been adjusted to reflect the conversion rate, as adjusted by the Issuer's 359.03843-for-1 common stock split (subject to rounding to eliminate any fractional shares) which will be effected prior to the closing of the Issuer's initial public offering. |
| 2. Exercise price and number of shares/awards has been adjusted to reflect the Issuer's 359.03843-for-1 common stock split which will be effected prior to the closing of the Issuer's initial public offering. |
| 3. Time based stock options vest as follows: 66 2/3% on the grant date of 4/17/12, 33 1/3% equally each of the next ten quarters beginning on 5/18/12 with 8/18/14 as the final vesting date. |
| 4. Performance based stock options vest as follows: 16.7% on the date the advent holders receive net cash proceeds greater than 2 times but less than 2.5 times the Aggregate Advent Investment Amount. 50% vests on the date the net cash proceeds are 2.5 to 3 times greater, 83.3% vests on the date the net cash proceeds are 3 to 3.5 times greater and 100% vests on the date the net cash proceeds are 3.5 times greater than the Aggregate Advent Investment Amount. |
| Remarks: |
| Eric M. Newman, 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. | ||
