Sec Form 4 Filing - Kibler James R. @ Bojangles', Inc. - 2018-12-07

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 Kibler James R. 2. Issuer Name and Ticker or Trading Symbol Bojangles', Inc. [ BOJA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Iterim Pres. & Interim CEO (Last) (First) (Middle) C/O BOJANGLES', INC., 9432 SOUTHERN PINE BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2018 (Street) CHARLOTTE, NC28273 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 12/07/2018 12/07/2018 M 401,010 A $ 2.03 455,731 D Common Stock 12/07/2018 12/07/2018 F 198,769 ( 1 ) D $ 16.1 256,962 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) $ 2.03 12/07/2018 M 332,867 ( 2 ) 02/01/2014 04/16/2022 Common Stock 332,867 $ 0 0 D Stock Option (right to buy) $ 2.03 12/07/2018 M 68,143 ( 3 ) 12/06/2016 04/16/2022 Common Stock 68,143 $ 0 339,904 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kibler James R. C/O BOJANGLES', INC. 9432 SOUTHERN PINE BOULEVARD CHARLOTTE, NC28273 X Iterim Pres. & Interim CEO Signatures /s/ Laura Roberts, as Attorney-in-Fact 12/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 198,769 shares withheld by the issuer at the closing market price of $16.10 per share, less an exercise price of $2.03 to fund the cashless exercise of the 401,010 vested options. ( 2 )The time based stock options are fully vested and currently exercisable. ( 3 )Performance based stock options vest on a sliding scale based upon the return on investment of the funds managed by Advent International Corporation (the "Advent Holders") as compared to the Aggregate Advent Investment Amount (i.e., $162,900,210). The 408,047 performance based stock options originally granted to the reporting person will cumulatively vest on the date(s) on which the Advent Holders receive an aggregate amount of net cash proceeds as follows (1) 16.7% for 2 to 2.5 times the Aggregate Advent Investment Amount; (2) 50% for 2.5 to 3 times the Aggregate Advent Investment Amount; (3) 83.3% for 3 to 3.5 times the Aggregate Advent Investment Amount; and (4) 100% for greater than 3.5 times the Aggregate Advent Investment Amount. Currently, 16.7% of the performance based stock options originally granted to the reporting person have vested, all of which were exercised in the transaction reported hereby.

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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