Statement of Changes in Beneficial Ownership (4)
February 22 2018 - 5:11PM
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
*
Todd Michael C
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2. Issuer Name
and
Ticker or Trading Symbol
Zoe's Kitchen, Inc.
[
ZOES
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
General Counsel and Secretary
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(Last)
(First)
(Middle)
C/O ZOES KITCHEN, INC., 5760 STATE HIGHWAY 121, SUITE 250
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2018
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(Street)
PLANO, TX 75024
(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)
_
X
_ Form filed by One Reporting Person
___ 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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2/18/2018
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M
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608
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A
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(1)
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1012
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D
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Common Stock
(2)
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2/20/2018
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F
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181
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D
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$13.98
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831
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D
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Common Stock
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2/21/2018
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M
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537
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A
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(1)
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1368
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D
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Common Stock
(2)
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2/22/2018
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F
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152
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D
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$14.16
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1216
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D
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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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Restricted Stock Units
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(1)
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2/18/2018
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M
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608
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(3)
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(3)
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Common Stock
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608.0
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$0
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608
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D
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Restricted Stock Units
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(1)
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2/21/2018
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M
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537
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(4)
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(4)
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Common Stock
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537.0
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$0
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1075
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D
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Explanation of Responses:
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(1)
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Each restricted stock unit ("RSU") converts in to the right to receive one share of common stock upon payment of par value ($0.01) per share.
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(2)
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Shares subject to withholding to satisfy tax obligation upon vesting of RSUs.
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(3)
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The RSUs vest in three equal annual installments beginning on February 18, 2017. Each RSU was granted on February 18, 2016 and was issued pursuant to the Company's 2014 Omnibus Incentive Plan. This Form 4 reflects the vesting of these RSUs on February 18, 2018 as to 33.33% of the original RSU grant amount.
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(4)
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The RSUs vest in three equal annual installments beginning on February 21, 2018. Each RSU was granted on February 21, 2017 and was issued pursuant to the Company's 2014 Omnibus Incentive Plan. This Form 4 reflects the vesting of these RSUs on February 21, 2018 as to 33.33% of the original RSU grant amount.
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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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Todd Michael C
C/O ZOES KITCHEN, INC.
5760 STATE HIGHWAY 121, SUITE 250
PLANO, TX 75024
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General Counsel and Secretary
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Signatures
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/s/ Michael Todd
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2/22/2018
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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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