Sec Form 3 Filing - BLUE RIDGE CAPITAL HOLDINGS LLC/BLUE RIDGE CAPITAL OFFSHORE HOLDINGS LLC @ JAMBA, INC. - 2006-11-29

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
BLUE RIDGE CAPITAL HOLDINGS LLC/BLUE RIDGE CAPITAL OFFSHORE HOLDINGS LLC
2. Issuer Name and Ticker or Trading Symbol
JAMBA, INC. [ JMBA]
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)
660 MADISON AVENUE, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/29/2006
(Street)
NEW YORK, NY10021
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 $.001 per share 2,988,533 I ( 1 ) ( 7 ) See Footnotes ( 1 ) ( 7 )
Common Stock, par value $.001 per share 1,834,800 I ( 2 ) ( 7 ) See Footnotes ( 2 ) ( 7 )
Common Stock, par value $.001 per share 4,823,333 I ( 3 ) ( 7 ) See Footnotes ( 3 ) ( 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
Warrants to purchase Common Stock $ 6 11/29/2006 06/28/2009 Common Stock 923,200 I ( 4 ) ( 7 ) See Footnotes ( 4 ) ( 7 )
Warrants to purchase Common Stock $ 6 11/29/2006 06/28/2009 Common Stock 566,800 I ( 5 ) ( 7 ) See Footnotes ( 5 ) ( 7 )
Warrants to purchase Common Stock $ 6 11/29/2006 06/28/2009 Common Stock 1,490,000 I ( 6 ) ( 7 ) See Footnotes ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLUE RIDGE CAPITAL HOLDINGS LLC/BLUE RIDGE CAPITAL OFFSHORE HOLDINGS LLC
660 MADISON AVENUE
20TH FLOOR
NEW YORK, NY10021
X
GRIFFIN JOHN A
660 MADISON AVENUE
20TH FLOOR
NEW YORK, NY10021
X
Signatures
/s/ Richard S. Bello, Managing Director 12/11/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of the Issuer's Common Stock, par value $.001 per share (the "Shares") reported herein as indirectly beneficially owned by Blue Ridge Capital Holdings LLC ("BRCH") are directly beneficially owned by Blue Ridge Limited Partnership ("BRLP") (2,988,533 Shares). BRCH is the general partner of BRLP, and has investment control and the power to direct the affairs of BRLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason, BRCH may be deemed to beneficially own such securities owned by BRLP for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). See also Footnote (7).
( 2 )The Shares reported herein as indirectly beneficially owned by Blue Ridge Capital Offshore Holdings LLC ("BRCOH") are directly beneficially owned by Blue Ridge Offshore Master Limited Partnership ("BROMLP") (1,834,800 Shares). BRCOH is the general partner of BROMLP, and has the investment control and the power to direct the affairs of BROMLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason, BRCOH may be deemed to beneficially own such securities owned by BROMLP for purposes of Section 16. See also Footnote (7).
( 3 )The Shares, reported herein as indirectly beneficially owned by John A. Griffin ("Mr. Griffin"), are owned directly by BRLP (2,988,533 Shares) (see Footnote (1)) and BROMLP (1,834,800 Shares) (see Footnote (2)) and indirectly by BRCH (2,988,533 Shares) (see Footnote (1)) and BRCOH (1,834,800 Shares) (see Footnote (2)). Mr. Griffin is the sole managing member of BRCH and BRCOH, and in that capacity directs their operations, and shares with BRCH and BRCOH investment control over Shares held by BRLP and BROMLP. For such reason, Mr. Griffin may be deemed to beneficially own such securities owned by each such entity for purposes of Section 16. See also Footnote (7).
( 4 )The warrants to purchase Shares (the "Warrants") reported herein as indirectly beneficially owned by BRCH are directly beneficially owned by BRLP (923,200 Warrants). BRCH is the general partner of BRLP, and has investment control and the power to direct the affairs of BRLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason, BRCH may be deemed to beneficially own such securities owned by BRLP for purposes of Section 16. See also Footnote (7).
( 5 )The Warrants reported herein as indirectly beneficially owned by BRCOH are directly beneficially owned by BROMLP (566,800 Warrants). BRCOH is the general partner of BROMLP, and has investment control and the power to direct the affairs of BROMLP, including decisions respecting the receipt of dividends from and the proceeds from the sale of Common Stock. For such reason BRCOH may be deemed to beneficially own such securities owned by BROMLP for purposes of Section 16. See also Footnote (7).
( 6 )The Warrants are reported herein as indirectly beneficially owned by Mr. Griffin. The Warrants are owned directly by BRLP (923,200 Warrants) (see Footnote (4)) and BROMLP (566,800 Warrants) (see Footnote (5)) and indirectly by BRCH (923,200 Warrants) (see Footnote (4)) and BRCOH (566,800 Warrants) (see Footnote (5)). Because Mr. Griffin is the sole managing member of BRCH and BRCOH, and in that capacity directs their operations, and shares with BRCH and BRCOH investment control over Shares held by BRLP and BROMLP, Mr. Griffin may be deemed to beneficially own such securities owned by each of such entities for purposes of Section 16. See also Footnote (7).
( 7 )Each of the reporting person and the joint filers disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein and this report shall not be deemed an admission that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
Exhibit ListExhibit 99 -- Joint Filer Information

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