Sec Form 4 Filing - ADVENT INTERNATIONAL CORP/MA @ Bojangles', Inc. - 2015-05-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ADVENT INTERNATIONAL CORP/MA 2. Issuer Name and Ticker or Trading Symbol Bojangles', Inc. [ BOJA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 75 STATE STREET, 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2015 (Street) BOSTON, MA02109 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/13/2015 C 33,868,321 ( 1 ) A $ 0 33,868,321 I I ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 8 ) 05/13/2015 C 33,868,321 ( 8 ) ( 8 ) Common stock 33,868,321 ( 8 ) 0 I I ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ADVENT INTERNATIONAL CORP/MA 75 STATE STREET BOSTON, MA02109 X GPE VI GP Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET BOSTON, MA02109 X GPE VI GP (Delaware) Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET BOSTON, MA02109 X Advent Partners GPE VI 2008 Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET BOSTON, MA02109 X Advent Partners GPE VI 2009 Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET BOSTON, MA02109 X Advent Partners GPE VI 2010 Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET BOSTON, MA02109 X Advent Partners GPE VI-A 2010 Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET BOSTON, MA02109 X Advent Partners GPE VI-A Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET BOSTON, MA02109 X Advent-Bojangles' Acquisition Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET BOSTON, MA02109 X Signatures /s/ Michelle M. Wong, Attorney in Fact 05/15/2015 Signature of Reporting Person Date /s/ Michelle M. Wong, Attorney in Fact 05/15/2015 Signature of Reporting Person Date /s/ Michelle M. Wong, Attorney in Fact 05/15/2015 Signature of Reporting Person Date /s/ Michelle M. Wong, Attorney in Fact 05/15/2015 Signature of Reporting Person Date /s/ Michelle M. Wong, Attorney in Fact 05/15/2015 Signature of Reporting Person Date /s/ Michelle M. Wong, Attorney in Fact 05/15/2015 Signature of Reporting Person Date /s/ Michelle M. Wong, Attorney in Fact 05/15/2015 Signature of Reporting Person Date /s/ Michelle M. Wong, Attorney in Fact 05/15/2015 Signature of Reporting Person Date Michael Ristaino 05/15/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the total number of shares of Common Stock which were received upon (i) the conversion of 94,330.6305 shares of the Issuer's Series A Preferred Stock to Common Stock and (ii) the 359.03843-for-1 Common Stock split, effective upon the closing of the Issuer's initial public offering of its Common Stock. ( 2 )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. ( 3 )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"). ( 4 )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"). ( 5 )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"). ( 6 )After giving effect to the conversion of the shares of Series A Preferred Stock into Common Stock and the 359.03843-for-1 stock split effective upon the closing of the Issuer's initial public offering of its Common Stock, the indirect Common Stock ownership interest consists of 15,501,530 shares of Common Stock indirectly owned by Advent International GPE VI Limited Partnership; 8,734,640 shares of Common Stock indirectly owned by Advent International GPE VI-A Limited Partnership; 785,745 shares of Common Stock indirectly owned by Advent International GPE VI-B Limited Partnership; 795,906 shares of Common Stock indirectly owned by Advent International GPE VI-C Limited Partnership; 613,017 shares of Common Stock indirectly owned by Advent International GPE VI-D Limited Partnership; (continued below) ( 7 )(continued from above) 1,950,815 shares of Common Stock indirectly owned by Advent International GPE VI-E Limited Partnership; 2,916,062 shares of Common Stock indirectly owned by Advent International GPE VI-F Limited Partnership; 1,835,663 shares of Common Stock indirectly owned by Advent International GPE VI-G Limited Partnership; 568,988 shares of Common Stock indirectly owned by Advent Partners GPE VI 2008 Limited Partnership; 20,321 shares of Common Stock indirectly owned by Advent Partners GPE VI 2009 Limited Partnership; 44,029 shares of Common Stock indirectly owned by Advent Partners GPE VI 2010 Limited Partnership; 47,416 shares of Common Stock indirectly owned by Advent Partners GPE VI-A Limited Partnership; and 54,189 shares of Common Stock indirectly owned by Advent Partners GPE VI-A 2010 Limited Partnership. ( 8 )Effective upon the closing of the Issuer's initial public offering of its Common Stock, the 94,330.6305 shares of Series A Preferred Stock were converted into Common Stock and the Issuer effected a 359.03843-for-1 stock split (subject to rounding to eliminate any fractional shares), into the number of shares of Common Stock shown in column 7. The shares of Series A Preferred Stock did not have an expiration date and the shares were convertible, at any time, at the holder's election, into Common Stock of the Issuer.

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