Statement of Changes in Beneficial Ownership (4)
December 07 2016 - 2:04PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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ADVENT INTERNATIONAL CORP/MA
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2. Issuer Name
and
Ticker or Trading Symbol
Bojangles', Inc.
[
BOJA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
75 STATE STREET,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/6/2016
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(Street)
BOSTON, MA 02109
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/6/2016
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S
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6616889
(1)
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D
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$16.3875
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18839342
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I
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I
(2)
(3)
(4)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The shares of common stock of the Issuer were sold in connection with a secondary offering of the common stock of the Issuer pursuant to the prospectus supplement, dated November 30, 2016, and accompanying registration statement on Form S-3, dated November 16, 2016.
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(
2)
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The shares reported herein are held directly by Advent-Bojangles Acquisition Limited Partnership ("ABA"). The Advent Funds (as defined below) directly own all of the partnership interests in ABA. ABA, together with Advent International Corporation ("AIC"), Advent International LLC ("AILLC"), GPE VI GP Limited Partnership ("GPE VI"), GPE VI GP (Delaware) Limited Partnership ("GPE VI D") and the Advent Funds, are referred to herein as the "Reporting Persons". The shares directly owned by ABA may be deemed indirectly owned by the other Reporting Persons; however, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
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(
3)
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AIC is the manager of AILLC which is the general partner of each of GPE VI, GPE VI D, Advent Partners GPE VI 2008 Limited Partnership ("GPE 2008), Advent Partners GPE VI 2009 Limited Partnership ("GPE 2009"), Advent Partners GPE VI 2010 Limited Partnership ("GPE 2010"), Advent Partners GPE VI-A Limited Partnership ("GPE A"), and Advent Partners GPE VI-A 2010 Limited Partnership ("GPE A 2010", together with GPE 2008, GPE 2009, GPE 2010 and GPE A, collectively, the "Advent Partner Entities").
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(
4)
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GPE VI D is the general partner of the following entities: Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and GPE VI-E Limited Partnership (collectively, the "GPE VI D Funds").
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(
5)
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GPE VI is the general partner of the following entities: Advent International GPE VI-G Limited Partnership, Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent Internal GPE VI-B Limited Partnership, and Advent International GPE VI-F Limited Partnership (collectively, the "GPE VI Funds" and together with the GPE VI D Funds and the Advent Partner Entities, collectively the "Advent Funds").
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Remarks:
This Form 4 is the second of two Form 4's being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Advent International Corporation.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ADVENT INTERNATIONAL CORP/MA
75 STATE STREET
BOSTON, MA 02109
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X
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GPE VI GP Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET
BOSTON, MA 02109
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X
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GPE VI GP (Delaware) Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET
BOSTON, MA 02109
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X
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Advent Partners GPE VI 2008 Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET
BOSTON, MA 02109
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X
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Advent Partners GPE VI 2009 Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET
BOSTON, MA 02109
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X
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Advent Partners GPE VI 2010 Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET
BOSTON, MA 02109
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X
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Advent Partners GPE VI-A 2010 Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET
BOSTON, MA 02109
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X
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Advent Partners GPE VI-A Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET
BOSTON, MA 02109
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X
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Advent-Bojangles' Acquisition Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET
BOSTON, MA 02109
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X
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Signatures
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/s/ Richard Terranova, Attorney-in-Fact for Advent International Corporation
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12/7/2016
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**
Signature of Reporting Person
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Date
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/s/ Richard Terranova, Attorney-in-Fact for GPE VI GP Limited Partnership
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12/7/2016
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**
Signature of Reporting Person
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Date
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/s/ Richard Terranova, Attorney-in-Fact for GPE VI GP (Delaware) Limited Partnership
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12/7/2016
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**
Signature of Reporting Person
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Date
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/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI 2008 Limited Partnership
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12/7/2016
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Signature of Reporting Person
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Date
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/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI 2009 Limited Partnership
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12/7/2016
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Signature of Reporting Person
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Date
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/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI 2010 Limited Partnership
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12/7/2016
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Signature of Reporting Person
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Date
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/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI A 2010 Limited Partnership
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12/7/2016
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Signature of Reporting Person
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Date
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/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI A Limited Partnership
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12/7/2016
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**
Signature of Reporting Person
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Date
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/s/ Richard Terranova, Attorney-in-Fact for Advent-Bojangles Acquisition Limited Partnership
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12/7/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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