4//SEC Filing
O'Connor James J 4
Accession 0001209191-10-051911
CIK 0001495479other
Filed
Oct 26, 8:00 PM ET
Accepted
Oct 27, 6:24 PM ET
Size
19.7 KB
Accession
0001209191-10-051911
Insider Transaction Report
Form 4
O'Connor James J
CFO, Treasurer and Secretary
Transactions
- Disposition to Issuer
Series A Preferred Stock, par value $.001 per share
2010-10-26−120.325→ 0 total - Other
Stock Option (right to buy)
2010-10-26+3,307→ 75,651 totalExercise: $1.45From: 2010-10-26Exp: 2019-09-09→ Common Shares, no par value per share (3,307 underlying) - Disposition to Issuer
Common Stock, par value $.001 per share
2010-10-26−1,847.5→ 0 total - Award
Common Shares, no par value per share
2010-10-26+26,917→ 26,917 total - Other
Stock Option (right to buy)
2010-10-26+72,344→ 72,344 totalExercise: $1.45From: 2010-10-26Exp: 2017-02-13→ Common Shares, no par value per share (72,344 underlying)
Footnotes (4)
- [F1]Pursuant to an Exchange Agreement dated October 18, 2010, Bravo Brio Restaurant Group, Inc. (the "Company") consummated a reorganization transaction (the "Exchange") with its shareholders on October 26, 2010, pursuant to which each outstanding share of the Company's Series A 14% Cumulative Compounding Preferred Stock, par value $.001 per share ("Existing Preferred Stock"), and each outstanding share of Common Stock, par value $.001 per share ("Existing Common Stock"), was exchanged for new common shares, no par value per share ("Common Shares") of the Company. As a result of the Exchange, the Reporting Person received 12,729 Common Shares in exchange for his Existing Common Stock and 14,188 Common Shares in exchange for his Existing Preferred Stock, respectively.
- [F2]This option was previously reported as covering 13,125 shares of Existing Common Stock at an exercise price of $10.00 per share, but has been adjusted to reflect the Exercisability Event (as defined below) and action taken by the Company's board of directors with respect to all outstanding options to match the effect of the Exchange.
- [F3]The exercisability of this option was previously reported as being subject to the achievement by the Company's private equity sponsors of certain performance criteria in connection with an approved sale or public offering of the Company's equity securities. The Company's board of directors determined that upon the consummation of the Company's initial public offering (the "IPO"), which occurred on October 26, 2010, (i) each outstanding option award shall be deemed to have vested in a percentage equal to the greater of 80.0% or the percentage of the option award already vested as of such date and (ii) each outstanding option award shall be deemed 80.0% exercisable (the "Exercisability Event"). Any unvested and/or unexercisable portion of the Reporting Person's option award has been forfeited.
- [F4]This option was previously reported as covering 600 shares of Existing Common Stock at an exercise price of $10.00 per share, but has been adjusted to reflect the Exercisability Event (as defined below) and action taken by the Company's board of directors with respect to all outstanding options to match the effect of the Exchange.
Issuer
Bravo Brio Restaurant Group, Inc.
CIK 0001495479
Entity typeother
Related Parties
1- filerCIK 0001502320
Filing Metadata
- Form type
- 4
- Filed
- Oct 26, 8:00 PM ET
- Accepted
- Oct 27, 6:24 PM ET
- Size
- 19.7 KB