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Filing Details

Accession Number:: 0001209191-14-067192
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-07 09:11:12
Reporting Period:: 2014-11-05

Filing Date:: 2014-11-07
Accepted Time:: 2014-11-07 09:11:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
949373	Einstein Noah Restaurant Group Inc	BAGL	Retail-Eating Places (5812)	133690261

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1564816	Jab Beech Inc.	2200 Pennsylvania Avenue Nw Washington DC 20037	No	No	Yes	No
1576735	B.v. Forest Jab	Oudeweg 147 Haarlem P7 2031 CC	No	No	Yes	No
1579044	Se Agnaten	Rooseveltplatz 4-5 Top 10 Vienna C4 A-1090	No	No	Yes	No
1579134	B.v. Holdings Jab	Oudeweg 147 Haarlem P7 2031 CC	No	No	Yes	No
1620913	Spruce Merger Sub Inc.	C/O Jab Beech Inc. 2200 Pennsylvania Avenue Nw Washington DC 20037	No	No	Yes	No
1621428	Jab Holding Co S.a R.l.	Oudeweg 147 Haarlem P7 2031 CC	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, Par Value $0.001 Per Share	Acquisiton	2014-11-05	18,057,135	$20.25	100	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Footnotes

Pursuant to the terms of the Agreement & Plan of Merger, dated as of September 29, 2014, by and among JAB Beech Inc. ("JAB"), Spruce Merger Sub Inc. ("Merger Sub") and Einstein Noah Restaurant Group, Inc. ("Einstein Noah"), JAB (through Merger Sub) commenced a cash tender offer to purchase all of the issued and outstanding shares of the common stock of Einstein Noah (the "Shares") at a price of $20.25 per Share, net to the seller in cash (less any required withholding taxes and without interest). The tender offer period expired at 12:00 midnight, New York City time, at the end of Tuesday, November 4, 2014 (the "Effective Time"), at which time approximately 16,498,208 Shares had been validly tendered and not withdrawn pursuant to the tender offer and such Shares were accepted for purchase by Merger Sub at the Effective Time. The Shares purchased represented approximately 87.0792% of Einstein Noah's outstanding Shares.
The 18,057,135 shares also includes all of the outstanding Shares not tendered in the offer and deemed acquired by Merger Sub pursuant to the consummation of the merger. At the Effective Time, these shares were cancelled by operation of law pursuant to the merger. Each publicly held Share was converted into the right to receive $20.25 per Share, net to the seller in cash (less any required withholding taxes and without interest).
Prior to the merger, JAB held 100 shares of the common stock of Merger Sub, par value $0.01, which shares represented all of the issued and outstanding capital stock of Merger Sub. Upon the merger of Merger Sub with and into Einstein Noah, each share of Merger Sub held by JAB was converted into one share of the surviving corporation, and Merger Sub's separate corporate existence ceased. Einstein Noah survived the merger as an indirect wholly owned subsidiary of JAB.