Sec Form 4 Filing - BERNSTEIN ALLEN J @ 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 BERNSTEIN ALLEN J 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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

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 ( 1 ) 10/26/2010 J 18,086 ( 1 ) 10/26/2010( 2 ) 02/13/2007 Common Shares, no par value per share 18,086 ( 1 ) ( 2 ) $ 0 18,086 ( 1 ) D

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

Explanation of Responses:

( 1 )This option was previously reported as covering 3,281.25 shares of Common Stock, par value $.001 per share, at an exercise price of $10.00 per share, but has been adjusted to reflect action taken by the board of directors of Bravo Brio Restaurant Group, Inc. (the "Company") with respect to all outstanding option awards to match the effect of the Company's reorganization transaction consummated with its shareholders on October 26, 2010 pursuant to which each outstanding share of the Company's Series A Preferred Stock, par value $.001 per share, and each outstanding share of Common Stock, par value $.001 per share, was exchanged for new common shares, no par value per share of the Company. ( 2 )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 previously determined that upon the consummation of the Company's initial public offering, 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. Any unvested and/or unexercisable portion of the Reporting Person's option award has been forfeited.

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