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13D Filing: Sandell Asset Management and Bob Evans Farms Inc (NASDAQ:BOBE)

Published on April 4, 2017 at 3:31 pm by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Castlerigg Master Investments Ltd 0 969,200 0 969,200 969,200 (see Item 5) 4.9%
Castlerigg International Limited 0 969,200 0 969,200 969,200 (see Item 5) 4.9%
Castlerigg International Holdings Limited 0 969,200 0 969,200 969,200 (see Item 5) 4.9%
Castlerigg Offshore Holdings, Ltd 0 969,200 0 969,200 969,200 (see Item 5) 4.9%
Sandell Asset Management Corp 0 969,200 0 969,200 969,200 (see Item 5) 4.9%
Thomas E. Sandell 0 969,200 0 969,200 969,200 (see Item 5) 4.9%

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Page 1 of 13 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 18)*

Bob Evans
Farms, Inc.
(Name of Issuer)

Common Stock,
$0.01 par value
(Title of Class of Securities)

096761101
(CUSIP Number)

Marc Weingarten,
Esq.

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 30,
2017
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 12 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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Page 2 of 13 – SEC Filing

1

NAME OF REPORTING PERSONS

Castlerigg Master Investments Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨
3 SEC USE ONLY
4

SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0
8

SHARED VOTING POWER

969,200 shares of Common Stock
9

SOLE DISPOSITIVE POWER

0
10

SHARED DISPOSITIVE POWER

969,200 shares of Common Stock
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

969,200 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

4.9%
14

TYPE OF REPORTING PERSON

CO

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Page 3 of 13 – SEC Filing

1

NAME OF REPORTING PERSONS

Castlerigg International Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨
3 SEC USE ONLY
4

SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0
8

SHARED VOTING POWER

969,200 shares of Common Stock
9

SOLE DISPOSITIVE POWER

0
10

SHARED DISPOSITIVE POWER

969,200 shares of Common Stock
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

969,200 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

4.9%
14

TYPE OF REPORTING PERSON

CO

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Page 4 of 13 – SEC Filing

1

NAME OF REPORTING PERSONS

Castlerigg International Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨
3 SEC USE ONLY
4

SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0
8

SHARED VOTING POWER

969,200 shares of Common Stock
9

SOLE DISPOSITIVE POWER

0
10

SHARED DISPOSITIVE POWER

969,200 shares of Common Stock
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

969,200 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

4.9%
14

TYPE OF REPORTING PERSON

CO

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Page 5 of 13 – SEC Filing

1

NAME OF REPORTING PERSONS

Castlerigg Offshore Holdings, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨
3 SEC USE ONLY
4

SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0
8

SHARED VOTING POWER

969,200 shares of Common Stock
9

SOLE DISPOSITIVE POWER

0
10

SHARED DISPOSITIVE POWER

969,200 shares of Common Stock
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

969,200 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

4.9%
14

TYPE OF REPORTING PERSON

CO

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Page 6 of 13 – SEC Filing

1

NAME OF REPORTING PERSONS

Sandell Asset Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨
3 SEC USE ONLY
4

SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0
8

SHARED VOTING POWER

969,200 shares of Common Stock
9

SOLE DISPOSITIVE POWER

0
10

SHARED DISPOSITIVE POWER

969,200 shares of Common Stock
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

969,200 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

4.9%
14

TYPE OF REPORTING PERSON

CO; IA

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Page 7 of 13 – SEC Filing

1

NAME OF REPORTING PERSONS

Thomas E. Sandell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨
3 SEC USE ONLY
4

SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0
8

SHARED VOTING POWER

969,200 shares of Common Stock
9

SOLE DISPOSITIVE POWER

0
10

SHARED DISPOSITIVE POWER

969,200 shares of Common Stock
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

969,200 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

4.9%
14

TYPE OF REPORTING PERSON

IN

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Page 8 of 13 – SEC Filing

This Amendment No. 18 (“Amendment No. 18”) amends and
supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September
24, 2013 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on November
12, 2013 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on December 6, 2013
(“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on December 10, 2013 (“Amendment
No. 3”), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on January 14, 2014 (“Amendment No. 4”),
Amendment No. 5 to the Original Schedule 13D, filed with the SEC on January 31, 2014 (“Amendment No. 5”), Amendment
No. 6 to the Original Schedule 13D, filed with the SEC on March 7, 2014 (“Amendment No. 6”), Amendment No. 7 to the
Original Schedule 13D, filed with the SEC on March 18, 2014 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule
13D, filed with the SEC on April 24, 2014 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D, filed
with the SEC on July 3, 2014 (“Amendment No. 9”), Amendment No. 10 to the Original Schedule 13D, filed with the SEC
on September 24, 2014 (“Amendment No. 10” ), Amendment No. 11 to the Original Schedule 13D, filed with the SEC on July
1, 2015, Amendment No. 12 to the Original Schedule 13D, filed with the SEC on December 4, 2015, Amendment No. 13 to the Original
Schedule 13D, filed with the SEC on December 23, 2015 (“Amendment No. 13”) Amendment No. 14 to the Original Schedule
13D, filed with the SEC on March 4, 2016 (“Amendment No. 14”), Amendment No. 15 to the Original Schedule 13D, filed
with the SEC on September 22, 2016 (“Amendment No. 15”), Amendment No. 16 to the Original Schedule 13D, filed with
the SEC on December 7, 2016 (“Amendment No. 16”), Amendment No. 17 to the Original Schedule 13D, filed with the SEC
on March 13, 2017 (“Amendment No. 17,” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No.
2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment
No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, and this Amendment
No. 18, the “Schedule 13D”), with respect to the shares of common stock, par value $0.01 per share (the “Common
Stock”), of Bob Evans Farms, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not
otherwise defined in this Amendment No. 18 have the meanings set forth in the Schedule 13D. This Amendment No. 18 amends Items
3 and 5 as set forth below.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons used a total of approximately $44,722,040
(including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported in this Schedule 13D.

Funds for the purchase of the Common Stock reported herein as beneficially
held by the Reporting Persons were derived from available working capital of Castlerigg Master Investment. Such Common Stock is
or may be held from time to time by the Reporting Persons in margin accounts established by certain of the Reporting Persons with
their respective brokers or banks and a portion of the purchase price for the Common Stock may be obtained through margin borrowing.
Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security
for the repayment of debit balances in the margin accounts.

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Page 9 of 13 – SEC Filing

Item 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a) –  (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 969,200 shares of Common Stock, constituting approximately 4.9% of the Issuer’s currently outstanding Common Stock.  The percentage of shares of Common Stock reported herein are based upon the 19,779,603 shares of Common Stock outstanding as of March 3, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on March 8, 2017.
(i) Castlerigg Master Investment:
(a) As of the date hereof, Castlerigg International may be deemed the beneficial owner of 969,200 shares of Common Stock.
Percentage: Approximately 4.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 969,200 shares of Common Stock
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 969,200 shares of Common Stock
(ii) Castlerigg International:
(a) As of the date hereof, Castlerigg International may be deemed the beneficial owner of 969,200 shares of Common Stock.
Percentage: Approximately 4.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 969,200 shares of Common Stock
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 969,200 shares of Common Stock
(iii) Castlerigg Holdings:
(a) As of the date hereof, Castlerigg Holdings may be deemed the beneficial owner of 969,200 shares of Common Stock.
Percentage: Approximately 4.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 969,200 shares of Common Stock
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 969,200 shares of Common Stock

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Page 10 of 13 – SEC Filing

(iv) Castlerigg Offshore Holdings:
(a) As of the date hereof, Castlerigg Offshore Holdings may be deemed the beneficial owner of 969,200 shares of Common Stock.
Percentage: Approximately 4.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 969,200 shares of Common Stock
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 969,200 shares of Common Stock
(v) SAMC:
(a) As of the date hereof, SAMC may be deemed the beneficial owner of 969,200 shares of Common Stock.
Percentage: Approximately 4.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 969,200 shares of Common Stock
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 969,200 shares of Common Stock
(vi) Mr. Sandell:
(a) As of the date hereof, Mr. Sandell may be deemed the beneficial owner of 969,200 shares of Common Stock.
Percentage: Approximately 4.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 969,200 shares of Common Stock
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 969,200 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 1,263,661 shares of Common Stock, constituting approximately 4.9% 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 969,200 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.
(c) Information concerning all transactions in the securities of the Issuer effected by the Reporting Persons since the filing of Amendment No. 17 are set forth on Schedule A.  Unless otherwise indicated, all of such transactions were effected in the open market.
(e) March 30, 2017.

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Page 11 of 13 – SEC Filing

SIGNATURES

After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.

Date: March 31, 2017

CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp., as Investment Manager
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL LIMITED
By: Sandell Asset Management Corp., as Investment Manager
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp., as Investment Manager
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief Executive Officer

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Page 12 of 13 – SEC Filing

CASTLERIGG OFFSHORE HOLDINGS, LTD.
By: Sandell Asset Management Corp., as Investment Manager
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief Executive Officer
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief Executive Officer
/s/ Thomas E. Sandell
Thomas E. Sandell

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Page 13 of 13 – SEC Filing

SCHEDULE A

 

 

TRANSACTIONS IN THE ISSUER’S SHARES OF
COMMON STOCK

BY THE REPORTING PERSONS

 

 

This Schedule sets forth information with respect
to each transaction in shares of Common Stock that were effectuated by the Reporting Persons since the filing of Amendment No.
17. Unless otherwise indicated, all transactions were effectuated in the open market through a broker and all prices include brokerage
commissions.

Castlerigg Master Investment

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
03/16/2017 (44,098) 61.05
03/17/2017 (61,323) 61.46
03/20/2017 (58,250) 61.11
03/21/2017 (12,111) 61.28
03/29/2017 (61,410) 64.37
03/30/2017 (57,269) 64.55

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