Sec Form 4 Filing - Moser Michael L @ Bravo Brio Restaurant Group, Inc. - 2010-10-26

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 Moser Michael L 2. Issuer Name and Ticker or Trading Symbol Bravo Brio Restaurant Group, Inc. [ BBRG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Operations (Last) (First) (Middle) C/O BRAVO BRIO RESTAURANT GROUP, INC., 777 GOODALE BLVD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2010 (Street) COLUMBUS, OH43212 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, par value $.001 per share 10/26/2010 D 5,925 ( 1 ) D $ 0 0 D Series A Preferred Stock, par value $.001 per share 10/26/2010 D 260.75 ( 1 ) D $ 0 0 D Common Shares, no par value per share 10/26/2010 A 71,567 ( 1 ) A $ 0 71,567 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) $ 1.45 ( 2 ) 10/26/2010 J 90,430 ( 2 ) 10/26/2010( 3 ) 06/29/2016 Common Shares, no par value per share 90,430 ( 2 ) ( 3 ) $ 0 90,430 ( 2 ) D Stock Option (right to buy) $ 1.45 ( 4 ) 10/26/2010 J 3,307 ( 4 ) 10/26/2010( 3 ) 09/09/2019 Common Shares, no par value per share 3,307 ( 3 ) ( 4 ) $ 0 93,737 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moser Michael L C/O BRAVO BRIO RESTAURANT GROUP, INC. 777 GOODALE BLVD, SUITE 100 COLUMBUS, OH43212 SVP, Operations Signatures /s/ John Wejman, Attorney-in-Fact 10/27/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an Exchange Agreement dated October 18, 2010, Bravo Brio Restaurant Group, Inc. (the "Company") consummated a reorganization transaction (the "Exchange") with its shareholders on October 26, 2010, pursuant to which each outstanding share of the Company's Series A 14% Cumulative Compounding Preferred Stock, par value $.001 per share ("Existing Preferred Stock"), and each outstanding share of Common Stock, par value $.001 per share ("Existing Common Stock"), was exchanged for new common shares, no par value per share ("Common Shares") of the Company. As a result of the Exchange, the Reporting Person received 40,823 Common Shares in exchange for his Existing Common Stock and 30,744 Common Shares in exchange for his Existing Preferred Stock. ( 2 )This option was previously reported as covering 16,406.25 shares of Existing Common Stock, but has been adjusted to reflect the Exercisability Event (as defined below) and action taken by the Company's board of directors with respect to all outstanding options to match the effect of the Exchange. ( 3 )The exercisability of this option was previously reported as being subject to the achievement by the Company's private equity sponsors of certain performance criteria in connection with an approved sale or public offering of the Company's equity securities. The Company's board of directors determined that upon the consummation of the Company's initial public offering (the "IPO"), which occurred on October 26, 2010, (i) each outstanding option award shall be deemed to have vested in a percentage equal to the greater of 80.0% or the percentage of the option award already vested as of such date and (ii) each outstanding option award shall be deemed 80.0% exercisable (the "Exercisability Event"). Any unvested and/or unexercisable portion of the Reporting Person's option award has been forfeited. ( 4 )This option was previously reported as covering 600 shares of Existing Common Stock, but has been adjusted to reflect the Exercisability Event (as defined below) and action taken by the Company's board of directors with respect to all outstanding options to match the effect of the Exchange.

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