Sec Form 4 Filing - FEDERICO RICHARD L @ JAMBA, INC. - 2018-09-13

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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
FEDERICO RICHARD L
2. Issuer Name and Ticker or Trading Symbol
JAMBA, INC. [ JMBA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3001 DALLAS PARKWAY, SUITE 140
3. Date of Earliest Transaction (MM/DD/YY)
09/13/2018
(Street)
FRISCO, TX75034
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/13/2018 D 40,821 D $ 13 0 D
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
Stock Option (right to buy) $ 5.4 09/13/2018 D 4,000 ( 1 ) 05/08/2019 Common Stock 4,000 $ 7.6 0 D
Stock Option (right to buy) $ 11.975 09/13/2018 D 5,000 ( 2 ) 05/19/2021 Common Stock 5,000 $ 1.025 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FEDERICO RICHARD L
3001 DALLAS PARKWAY
SUITE 140
FRISCO, TX75034
X
Signatures
/s/ Josh Nicosia, as attorney-in-fact for Richard L. Frederico 09/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option, providing for vesting of one-fourth of the shares subject to the option on each of August 8, 2009, November 8, 2009, February 8, 2010 and May 8, 2010 or the date of Jamba Inc.'s 2010 Annual Meeting of Stockholders, and therefore already fully vested, was cancelled at the effective time of the merger between Jay Merger Sub, Inc. and the Issuer in exchange for a cash payment per share subject to the option determined by the difference between the $13 merger consideration per share and the exercise price of the option.
( 2 )The option, providing for vesting of one-fourth of the shares subject to the option on each of August 19, 2011, November 19, 2011, February 19, 2012, and May 19, 2012 or the date of the Company's 2012 annual meeting of stockholders, and therefore already fully vested, was cancelled at the effective time of the merger between Jay Merger Sub, Inc. and the Issuer in exchange for a cash payment per share subject to the option determined by the difference between the $13 merger consideration per share and the exercise price of the option.

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