UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(AMENDMENT NO. 4)*

 

Zoe’s Kitchen, Inc.

(Name of Issuer)

 

Common Stock, $0.01 Par Value

(Title of Class of Securities)

 

98979J109

(CUSIP Number)

 

Eddie C. Brown

Brown Capital Management, LLC

1201 N. Calvert Street

Baltimore, MD 21202

(410) 837-3234

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 30, 2018

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

 

* 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).

 

 

 

CUSIP No. 98979J109   13G   Page 2 of 5 Pages
1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Brown Capital Management, LLC

 
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

 

 

(a) [ ]

(b) [ ]

3.

SEC USE ONLY

 

 
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Maryland

 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH 		5.

SOLE VOTING POWER

 

  None

6.

SHARED VOTING POWER

 

  None

7.

SOLE DISPOSITIVE POWER

 

  None

8.

SHARED DISPOSITIVE POWER

 

  None

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  None

 
10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)    [  ]

 

 
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  0.00%

 
12.

TYPE OF REPORTING PERSON (see instructions)

 

IA

 

 

 

 

CUSIP No. 98979J109   13G   Page 3 of 5 Pages

 

Item 1. (a)

Name of Issuer

Zoe’s Kitchen, Inc.

     
  (b)

Address of Issuer’s Principal Executive Offices

5760 State Highway 121, Suite 250

Plano, Texas 75024

 

Item 2. (a)

Name of Person Filing

Brown Capital Management, LLC

     
  (b)

Address of the Principal Office or, if none, residence

For all persons filing:

1201 N. Calvert Street

Baltimore, MD 21202

     
  (c)

Citizenship

Brown Capital Management, LLC is a Maryland Limited Liability Company

     
  (d)

Title of Class of Securities

Common Stock, $0.01 Par Value

     
  (e)

CUSIP Number

98979J109

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) [x] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) [ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

CUSIP No. 98979J109   13G   Page 4 of 5 Pages

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount beneficially owned: None
(b) Percent of class: 0.00%
(c) Number of shares as to which the person has:  
  (i) Sole power to vote or to direct the vote: None
  (ii) Shared power to vote or to direct the vote: None
  (iii) Sole power to dispose or to direct the disposition of: None
  (iv) Shared power to dispose or to direct the disposition of: None

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9. Notice of Dissolution of Group.

 

Not applicable

 

 

 

CUSIP No. 98979J109   13G   Page 5 of 5 Pages

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Brown Capital Management, LLC  
       
  By: /s/Eddie C. Brown  
  Name: Eddie C. Brown  
  Title: President  
       
  Date: December 10, 2018  

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