Amended Statement of Ownership (sc 13g/a)
February 18 2015 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Jamba, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
47023A309
(CUSIP Number)
September 8, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required in 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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1. |
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Names of
Reporting Persons Coliseum Capital Management, LLC |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
0 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 0.0% |
12. |
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Type of Reporting Person (See
Instructions) OO, IA |
-2-
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1. |
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Names of
Reporting Persons Coliseum Capital, LLC |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
0 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 0.0% |
12. |
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Type of Reporting Person (See
Instructions) OO |
-3-
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1. |
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Names of
Reporting Persons Coliseum Capital Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
0 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 0.0% |
12. |
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Type of Reporting Person (See
Instructions) PN |
-4-
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1. |
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Names of
Reporting Persons Coliseum Capital Partners II, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
0 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 0.0% |
12. |
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Type of Reporting Person (See
Instructions) PN |
-5-
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1. |
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Names of
Reporting Persons Adam Gray |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization United States |
Number of
Shares Beneficially
Owned by Each
Reporting Person With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
0 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 0.0% |
12. |
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Type of Reporting Person (See
Instructions) IN |
-6-
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1. |
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Names of
Reporting Persons Christopher Shackelton |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization United States |
Number of
Shares Beneficially
Owned by Each
Reporting Person With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
0 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10. |
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
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Percent of Class Represented by Amount
in Row (9) 0.0% |
12. |
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Type of Reporting Person (See
Instructions) IN |
-7-
Jamba, Inc.
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(b) |
Address of Issuers Principal Executive Offices |
6475 Christie Avenue, Suite 150
Emeryville, California 94608
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(a) |
Name of Person Filing |
This Schedule 13G is being filed on behalf of Coliseum Capital
Management, LLC (CCM), Coliseum Capital, LLC (CC), Coliseum Capital Partners, L.P. (CCP), Coliseum Capital Partners II, L.P. (CCP2), Adam Gray (Gray) and Christopher Shackelton
(Shackelton and together with CCM, CC, CCP, CCP2 and Gray, the Reporting Persons).
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(b) |
Address of Principal Business office or, if None, Residence |
The address of the principal
business and office of the Reporting Persons is Metro Center, 1 Station Place, 7th Floor South, Stamford, CT 06902.
(i) CCM is a Delaware limited liability company
(ii) CC is a Delaware limited liability company
(iii) CCP is a Delaware limited partnership
(iv) CCP2 is a Delaware limited partnership
(v) Gray is a United States citizen
(vi) Shackelton is a United States citizen
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(d) |
Title of Class of Securities |
Common Stock, no Par Value (the Common Stock)
47023A309
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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: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
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(f) |
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F). |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
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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). |
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(j) |
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
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(k) |
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Group in accordance with § 240.13d-1(b)(ii)(J). |
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
The information relating to the beneficial ownership of Common Stock by
each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.
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 securities, check the following x
-9-
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 or Control Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
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.
-10-
SIGNATURES
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.
Dated: February 17, 2015
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COLISEUM CAPITAL MANAGEMENT, LLC |
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COLISEUM CAPITAL PARTNERS II, L.P. |
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By: |
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Coliseum Capital, LLC, General Partner |
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By: |
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/s/ Christopher Shackelton |
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By: |
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/s/ Adam Gray |
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Christopher Shackelton, Manager |
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Adam Gray, Manager |
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COLISEUM CAPITAL, LLC |
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ADAM GRAY |
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By |
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/s/ Adam Gray |
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/s/ Adam Gray |
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Adam Gray, Manager |
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Adam Gray |
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COLISEUM CAPITAL PARTNERS, L.P. |
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CHRISTOPHER SHACKELTON |
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By: |
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Coliseum Capital, LLC, General Partner |
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By: |
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/s/ Adam Gray |
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/s/ Christopher Shackelton |
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Adam Gray, Manager |
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Christopher Shackelton |
EXHIBITS
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1. |
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Joint Filing Agreement Pursuant to Rule 13d-1, dated February 17, 2015 |
Exhibit A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the Act) by and among the parties
listed below, each referenced to herein as a Joint Filer. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on
Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: February 17, 2015
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COLISEUM CAPITAL MANAGEMENT, LLC |
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COLISEUM CAPITAL PARTNERS II, L.P. |
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By: |
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Coliseum Capital, LLC, General Partner |
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By: |
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/s/ Christopher Shackelton |
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By: |
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/s/ Adam Gray |
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Christopher Shackelton, Manager |
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Adam Gray, Manager |
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COLISEUM CAPITAL, LLC |
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ADAM GRAY |
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By |
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/s/ Adam Gray |
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/s/ Adam Gray |
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Adam Gray, Manager |
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Adam Gray |
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COLISEUM CAPITAL PARTNERS, L.P. |
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CHRISTOPHER SHACKELTON |
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By: |
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Coliseum Capital, LLC, General Partner |
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By: |
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/s/ Adam Gray |
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/s/ Christopher Shackelton |
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Adam Gray, Manager |
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Christopher Shackelton |
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