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Filing Details

Accession Number:: 0000950142-10-000504
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2010-03-24 13:00:00
Reporting Period:: 2010-03-17

Filing Date:: 2010-03-24
Accepted Time:: 2010-03-24 21:02:17
Original Submission Date:: 2010-03-17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1316898	Jamba Inc.	JMBA	Retail-Eating & Drinking Places (5810)	202122262

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1259062	R Andrew Heyer	C/O Mistral Capital Management, Llc 650 Fifth Avenue, 31St Floor New York NY 10019	Yes	No	Yes	No
1414551	Mistral Equity Partners, Lp	650 Fifth Avenue New York NY 10019	No	No	Yes	No
1436115	Mistral Equity Gp Llc	650 Fifth Avenue New York NY 10019	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-03-17	1,854,100	$1.15	1,854,100	No	4	X	Indirect	See Footnotes
Common Stock	Acquisiton	2010-03-17	1,363,000	$1.15	1,363,000	No	4	X	Direct
Common Stock	Acquisiton	2010-03-17	491,100	$1.15	491,100	No	4	X	Direct
Common Stock	Acquisiton	2010-03-17	100,900	$1.15	100,900	No	4	X	Direct
Common Stock	Disposition	2010-03-17	15,838	$2.30	1,838,262	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2010-03-17	11,643	$2.30	1,351,357	No	4	S	Direct
Common Stock	Disposition	2010-03-17	4,195	$2.30	486,905	No	4	S	Direct
Common Stock	Disposition	2010-03-17	862	$2.30	100,038	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See Footnotes
No	4	X	Direct
No	4	X	Direct
No	4	X	Direct
No	4	S	Indirect	See Footnotes
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Preferred Stock (right to buy)	Disposition	2010-03-17	18,541	$0.00	1,854,100	$1.15
Common Stock	Preferred Stock (right to buy)	Disposition	2010-03-17	13,630	$0.00	1,363,000	$1.15
Common Stock	Preferred Stock (right to buy)	Disposition	2010-03-17	4,911	$0.00	491,100	$1.15
Common Stock	Preferred Stock (right to buy)	Disposition	2010-03-17	1,009	$0.00	109,900	$1.15

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
142,685	No	4	X	Indirect
104,894	No	4	X	Direct
37,791	No	4	X	Direct
7,765	No	4	X	Direct

Footnotes

On March 17, 2010: (i) Mistral Equity Partners, LP ("MEP), a Delaware limited partnership, exercised its right to convert 13,630 shares of Series B-1 Convertible Preferred Stock, par value $0.001 per share ("Preferred Stock") of Jamba, Inc. (the "Company" or the "Issuer"), (ii) Mistral Equity Partners QP, LP ("MEP QP"), a Delaware limited partnership, exercised its right to convert 4,911 shares of Preferred Stock of the Company and (ii) MEP Co-Invest, LLC ("MEP C-I"), a Delaware limited liability company, exercised its right to convert 1,009 shares of Preferred Stock of the Company. Mistral Equity GP, LLC ("ME GP") is the general partner of MEP and MEP QP. Andrew R. Heyer ("Mr. Heyer"), who became a director of the Issuer on June 16, 2009, is the chief executive officer, sole managing member and a managing director of ME GP and is also the sole managing member of MEP C-1.
The remaining shares of Preferred Stock not converted by the Reporting Persons (as defined below) continue to be convertible at the election of the Reporting Persons, at any time, into shares of Common Stock, par value $0.001 per share ("Common Stock") at a rate equal to $115 per share of Preferred Stock divided by the initial conversion price of $1.15 per share, which rate is subject to customary anti-dilution adjustments for stock splits, dividends and the like. After June 16, 2011, the Company will have the right to force the shares of Preferred Stock to convert into shares of Common Stock if (i) the Common Stock trading volume averages 150,000 shares per trading day over a 30 trading day period and (ii) the daily volume weighted average price per share of the Common Stock exceeds the product of 2.5 times the then-applicable conversion price for any 20 of the preceding 30 trading days.
There is no expiration on either the optional or mandatory conversion right. After 7 years from the date the shares of Preferred Stock are originally issued, the holders of at least a majority of the then outstanding shares of Preferred Stock and shares of the Issuer's Series B-2 Convertible Preferred Stock, par value $0.001 per share will have the right to require the Company to redeem their shares, in whole or in part, at a price per share equal to the original sale price per share plus any unpaid but accrued dividends.
Represents Preferred Stock or Common Stock, as applicable, indirectly owned by ME GP, the general partner of MEP and MEP QP. Andrew R. Heyer, who became a director of the Issuer on June 16, 2009, is the chief executive officer, sole managing member and a managing director of ME GP. Mr. Heyer, ME GP and MEP are referred to herein as the "Reporting Persons."
Represents Preferred Stock or Common Stock, as applicable, directly owned by MEP. ME GP is the general partner of MEP. Mr. Heyer is the chief executive officer, sole managing member and a managing director of ME GP.
Represents Preferred Stock or Common Stock, as applicable, directly owned MEP QP. ME GP is the general partner of MEP QP. Mr. Heyer is the chief executive officer, sole managing member and a managing director of ME GP.
Represents Preferred or Common Stock, as applicable, directly owned MEP C-I, of which Mr. Heyer is the sole managing member.
Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.