Sec Form 4 Filing - EINHORN DAVID @ EINSTEIN NOAH RESTAURANT GROUP INC - 2013-08-06

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 EINHORN DAVID 2. Issuer Name and Ticker or Trading Symbol EINSTEIN NOAH RESTAURANT GROUP INC [ BAGL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnotes (1)-(9) (Last) (First) (Middle) 140 EAST 45TH STREET, FLOOR 24 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2013 (Street) NEW YORK, NY10017 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, par value $0.001 per share 08/06/2013 S 817,000 D $ 15.52 2,513,730 ( 1 ) ( 2 ) ( 3 ) I See Footnote ( 4 ) Common Stock, par value $0.001 per share 08/06/2013 S 577,300 D $ 15.52 453,626 ( 1 ) ( 2 ) ( 3 ) I See Footnote ( 5 ) Common Stock, par value $0.001 per share 08/06/2013 S 105,700 D $ 15.52 4,409,255 ( 1 ) ( 2 ) ( 3 ) I See Footnote ( 6 ) Common Stock, par value $0.001 per share 750,000 ( 1 ) ( 2 ) ( 3 ) I See Footnote ( 7 ) Common Stock, par value $0.001 per share 794,376 ( 1 ) ( 2 ) ( 3 ) I See Footnote ( 8 ) Common Stock, par value $0.001 per share 312,482 ( 1 ) ( 2 ) ( 3 ) I See Footnote ( 9 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EINHORN DAVID 140 EAST 45TH STREET FLOOR 24 NEW YORK, NY10017 X See Footnotes (1)-(9) GREENLIGHT CAPITAL INC 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 X GREENLIGHT CAPITAL LLC 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 X GREENLIGHT CAPITAL L P 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 See Footnotes (1)-(9) GREENLIGHT CAPITAL QUALIFIED, L.P. 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 X DME Advisors, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 See Footnotes (1)-(9) DME Advisors GP, L.L.C. 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 X DME Capital Management, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 See Footnotes (1)-(9) DME Management GP, LLC 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 See Footnotes (1)-(9) Greenlight Capital Offshore Partners 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY10017 X Signatures /s/ Daniel Roitman, attorney-in-fact for David Einhorn 08/08/2013 Signature of Reporting Person Date /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C. 08/08/2013 Signature of Reporting Person Date /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc. 08/08/2013 Signature of Reporting Person Date /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C., General Partner of Greenlight Capital, L.P. 08/08/2013 Signature of Reporting Person Date /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C., General Partner of Greenlight Capital Qualified, L.P. 08/08/2013 Signature of Reporting Person Date /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc., Investment Manager of Greenlight Capital Offshore Partners 08/08/2013 Signature of Reporting Person Date /s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. 08/08/2013 Signature of Reporting Person Date /s/ Daniel Roitman, Chief Operating Officer of DME Capital Management, L.P. 08/08/2013 Signature of Reporting Person Date /s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C. 08/08/2013 Signature of Reporting Person Date /s/ Daniel Roitman, Chief Operating Officer of DME Management GP, LLC 08/08/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )David Einhorn is the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC"), DME Advisors GP, LLC ("DME GP") and DME Management GP, LLC ("DME Management GP"), and the president of Greenlight Capital, Inc. ("Greenlight Inc."). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM"). ( 2 )One or more of the foregoing entities control the disposition and voting of shares of common stock, par value $0.001 per share (the "Common Stock"), of Einstein Noah Restaurant Group, Inc. ("Einstein Noah"), owned by one or more of the following entities: Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore Partners ("Greenlight Offshore"), Greenlight Capital (Gold), LP ("Greenlight Gold"), Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore") and an account managed by DME (the "Managed Account," and, together with Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, Greenlight LLC, Greenlight Inc., DME GP, DME, DME Management GP and DME CM, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below. ( 3 )Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Einhorn and the Greenlight Parties disclaim beneficial ownership of the Common Stock except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that David Einhorn or any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, or the Managed Account. ( 4 )Greenlight LLC controls the voting and disposition of 2,513,730 shares of Common Stock through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Qualified. ( 5 )Greenlight LLC controls the voting and disposition of 453,626 shares of Common Stock through the account of Greenlight Fund, of which Greenlight LLC is the general partner. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Fund. ( 6 )Greenlight Inc. controls the voting and disposition of 4,409,255 shares of Common Stock held by Greenlight Offshore. Greenlight Inc. is the investment manager of Greenlight Offshore. As the president and director of Greenlight Inc., Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Offshore. ( 7 )DME controls the voting and disposition of 750,000 shares of Common Stock through the Managed Account, for which DME serves as the investment manager. As the senior managing member of DME GP, which is the general partner of DME, Mr. Einhorn may be deemed to beneficially own the shares held by the Managed Account. ( 8 )DME Management GP controls the voting and disposition of 794,376 shares of Common Stock through the account of Greenlight Gold, of which DME Management GP is the general partner. As the senior managing member of DME Management GP, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Gold. ( 9 )DME CM controls the voting and disposition of 312,482 shares of Common Stock through the account of Greenlight Gold Offshore, of which DME CM is the investment manager. As the senior managing member of DME GP, which is the general partner of DME CM, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Gold Offshore.

Remarks: Power of Attorney executed by David Einhorn, authorizing Harry Brandler and Daniel Roitman to sign and file this report, which was filed as Exhibit 99.2 to the Schedule 13G relating to NCR Corporation filed with the Securities and Exchange Commission on May 24, 2010, is incorporated herein by reference.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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