- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2011-07-07 18:33:24
- Reporting Period:
- Filing Date:
- Filing Date Changed:
- Accepted Time:
- 2011-07-07 19:33:24
- Original Submission Date:
|Cik||Name||Symbol||Sector (SIC)||IRS No|
|1316898||Jamba, Inc.||JMBA||Retail-Eating & Drinking Places (5810)||202122262|
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|1259062||R Andrew Heyer||C/o Mistral Capital Management, Llc
650 Fifth Avenue, 31St Floor
New York NY 10019
|1414551||Mistral Equity Partners, Lp||650 Fifth Avenue
New York NY 10019
|1436115||Llc Gp Equity Mistral||650 Fifth Avenue
New York NY 10019
Reported Non-Derivative Transactions
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
Reported Derivative Transactions
|Sec. Name||Sec. Type||Acquisiton - Disposition||Date||Amount||Price||Amount - 2||Price - 2|
|Common Stock||Preferred Stock (right to buy)||Disposition||2011-07-07||941||$0.00||94,100||$1.15|
|Common Stock||Preferred Stock (right to buy)||Disposition||2011-07-07||339||$0.00||33,900||$1.15|
|Common Stock||Preferred Stock (right to buy)||Disposition||2011-07-07||70||$0.00||7,000||$1.15|
|Remaning Holdings||Exercise Date||Expiration Date||Equity Swap Involved||Transaction Form Type||Transaction Code||Nature of Ownership|
- Mistral Equity GP, LLC ("ME GP") is the general partner of (i) Mistral Equity Partners, LP ("MEP"), a Delaware limited partnership and (ii) Mistral Equity Partners QP, LP ("MEP QP"), a Delaware limited partnership. 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.
- Mr. Heyer is the sole managing member of MEP Co-Invest, LLC ("MEP C-I"), a Delaware limited liability company. Mr. Heyer, ME GP and MEP are referred to herein as the "Reporting Persons."
- ME GP indirectly owned the 94,100 shares of Common Stock of the Issuer (the "Common Shares") sold by MEP and 33,900 Common Shares sold by MEP QP on July 7, 2011. After the sales, ME GP owned indirectly 0 Common Shares.
- Represents 94,100 Common Shares sold by MEP on July 7, 2011. After the sale, MEP owned directly 0 Common Shares.
- Represents 33,900 Common Shares sold by MEP QP on July 7, 2011. After the sale, MEP QP owned directly 0 Common Shares.
- Represents 7,000 Common Shares sold by MEP C-I on July 7, 2011. After the sale, MEP C-I owned directly 0 Common Shares.
- On July 7, 2011: (i) MEP exercised its right to convert 941 shares of Series B-1 Convertible Preferred Stock, par value $0.001 per share ("Preferred Shares"), of the Issuer, (ii) MEP QP exercised its right to convert 339 Preferred Shares and (iii) MEP C-I exercised its right to convert 70 Preferred Shares.
- The remaining Preferred Shares not converted by the Reporting Persons continue to be convertible at the election of the Reporting Persons, at any time, into Common Shares at a rate equal to $115 per Preferred Share 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 Issuer will have the right to force the Preferred Shares to convert into Common Shares if (i) the Common Share trading volume averages 150,000 shares per trading day over a 30 trading day period and (ii) the daily volume weighted average price per Common Share 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 Preferred Shares are originally issued, the holders of at least a majority of the then outstanding Preferred Shares 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 Issuer 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 Shares or Common Shares, as applicable, indirectly owned by ME GP.
- Represents Preferred Shares or Common Shares, as applicable, directly owned by MEP.
- Represents Preferred Shares or Common Shares, as applicable, directly owned MEP QP.
- Represents Preferred Shares or Common Shares, as applicable, directly owned MEP C-I.
- The conversion of Preferred Shares and the sale of Common Shares reported herein, as applicable, were effected pursuant to a Rule 10b5-1 Sales Plan.
- 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.
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