Bob Evans Farms Inc (BOBE): Billionaire Tom Sandell Pushes for Transparent Separation Process

Page 10 of 13 – SEC Filing

			3.	Sole power to dispose or direct the disposition: 0
			4.	Shared power to dispose or direct the disposition: 1,601,361 shares of Common Stock (including options to purchase 337,700 shares of Common Stock)

(v)

SAMC:

		(a)	As of the date hereof, SAMC may be deemed the beneficial owner of 1,601,361 shares of Common Stock (including options to purchase 337,700 shares of Common Stock).
			Percentage: Approximately 8.1% as of the date hereof.

		(b)	1.	Sole power to vote or direct vote: 0
			2.	Shared power to vote or direct vote: 1,601,361 shares of Common Stock (including options to purchase 337,700 shares of Common Stock)
			3.	Sole power to dispose or direct the disposition: 0
			4.	Shared power to dispose or direct the disposition: 1,601,361 shares of Common Stock (including options to purchase 337,700 shares of Common Stock)

(vi)

Mr. Sandell:

		(a)	As of the date hereof, Mr. Sandell may be deemed the beneficial owner of 1,601,361 shares of Common Stock (including options to purchase 337,700 shares of Common Stock).
			Percentage: Approximately 8.1% as of the date hereof.

		(b)	1.	Sole power to vote or direct vote: 0
			2.	Shared power to vote or direct vote: 1,601,361 shares of Common Stock (including options to purchase 337,700 shares of Common Stock)
			3.	Sole power to dispose or direct the disposition: 0
			4.	Shared power to dispose or direct the disposition: 1,601,361 shares of Common Stock (including options to purchase 337,700 shares of Common Stock)

	The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 1,601,361 shares of Common Stock (including options to purchase 337,700 shares of Common Stock), constituting approximately 8.1% of the shares of Common Stock outstanding.
	(b) By virtue of investment management agreements with Castlerigg Master Investment, SAMC has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,601,361 shares of Common Stock (including options to purchase 337,700 shares of Common Stock) beneficially owned by Castlerigg Master Investment.  By virtue of his direct and indirect control of SAMC, Mr. Sandell is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which SAMC has voting power or dispositive power.

Item 6.

PURPOSE OF TRANSACTION

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: