Sec Form 4 Filing - Miles Kevin @ Zoe's Kitchen, Inc. - 2018-11-21

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 Miles Kevin 2. Issuer Name and Ticker or Trading Symbol Zoe's Kitchen, Inc. [ ZOES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Director, President, and CEO (Last) (First) (Middle) C/O ZOE'S KITCHEN, INC., 5760 STATE HIGHWAY 121, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 11/21/2018 (Street) PLANO, TX75024 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 11/21/2018 D( 1 ) 78,470 D $ 12.75 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 Restricted Stock Units $ 12.75 11/21/2018 D( 1 ) 55,416 ( 1 ) ( 1 ) Common Stock 55,416 $ 12.75 0 D Restricted Shares $ 12.75 11/21/2018 D( 1 ) 36,800 ( 1 ) ( 1 ) Common Stock 36,800 $ 12.75 0 D Employee Stock Option (right to buy) $ 15 11/21/2018 J( 2 ) 130,000 ( 2 ) ( 2 ) Common Stock 130,000 $ 0 0 D Employee Stock Option (right to buy) $ 35.01 11/21/2018 J( 2 ) 40,000 ( 2 ) ( 2 ) Common Stock 40,000 $ 0 0 D Employee Stock Option (right to buy) $ 27.42 11/21/2018 J( 2 ) 34,995 ( 2 ) ( 2 ) Common Stock 34,995 $ 0 0 D Employee Stock Option (right to buy) $ 23.26 11/21/2018 J( 2 ) 77,982 ( 2 ) ( 2 ) Common Stock 77,982 $ 0 0 D Employee Stock Option (right to buy) $ 13.6 11/21/2018 J( 2 ) 130,000 ( 2 ) ( 2 ) Common Stock 130,000 $ 0 0 D Employee Stock Option (right to buy) $ 14.05 11/21/2018 J( 2 ) 41,711 ( 2 ) ( 2 ) Common Stock 41,711 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miles Kevin C/O ZOE'S KITCHEN, INC. 5760 STATE HIGHWAY 121, SUITE 250 PLANO, TX75024 X Director, President, and CEO Signatures /s/ Michael Todd as Attorney-in-Fact for Kevin Miles 11/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 16, 2018, by and among Zoe's Kitchen, Inc. (the "Company"), Cava Group, Inc., and Pita Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each outstanding share of Company Common Stock, each Company Restricted Share and Company Restricted Stock Unit Award, vested and accelerated in full and was converted into the right to receive $12.75 in cash (the "Merger Consideration"). ( 2 )At the Effective Time the unexercised options that were previously granted to the Reporting Person were cancelled for no consideration. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration, payment or right to consideration or payment.

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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