UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13D-2(A)
(Amendment No. 1)
Bravo Brio Restaurant Group, Inc.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
(CUSIP Number)
Bruckmann, Rosser, Sherrill & Co. II, L.P.
c/o Bruckmann, Rosser, Sherrill & Co., Inc.
126 East 56th
Street, 29th Floor
New York, NY 10022
(212) 521-3799
BRSE, L.L.C.
c/o Bruckmann, Rosser, Sherrill & Co., Inc.
126 East 56th Street, 29th Floor
New York, NY 10022
(212) 521-3799
Copy to:
Carmen J. Romano, Esq.
James A. Lebovitz, Esq.
Dechert LLP
2929 Arch Street
Philadelphia, PA 19104
(215) 994-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed
in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed
on November 5, 2010 (the “Schedule 13D”) relating to the common shares, no par value per share
(“Issuer Common Shares”), of Bravo Brio Restaurant Group, Inc., an Ohio corporation (“BBRG” or the
“Issuer”). The address of the principal executive office of the Issuer is 777 Goodale Boulevard,
Suite 100, Columbus, Ohio 43212. The purpose of this Amendment No. 1 to Schedule 13D is primarily
to report a change in the share ownership as a result of the sale by the Reporting Persons of
2,281,061 Issuer Common Shares in an underwritten registered public offering (the “Follow-On
Offering”) pursuant to the Issuer’s Registration Statement on Form S-1 (File No. 333-172642), as
amended, and to report the other matters set forth below. An aggregate of 2,281,061 Issuer Common
Shares were sold by the Fund and Ms. Julie Frist at the closing of the Follow-On Offering on April
1, 2011 at a net price of $15.40 per share.
Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 1 to
Schedule 13D shall have the meaning ascribed to them in the Schedule 13D.
Except as specifically set forth herein, the Schedule 13D remains unmodified.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by adding the following paragraph at the end
thereof:
At the time of the filing of the Schedule 13D, Harold O. Rosser II was serving as a manager of
BRSE, L.L.C. Mr. Rosser resigned from his position as manager of the BRSE, L.L.C. on December 17,
2010 and as such shall be removed from Schedule I to the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs at the end
thereof:
On March 28, 2011, the Issuer, the Fund, Ms. Frist and certain other shareholders of the
Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies &
Company, Inc., Piper Jaffray & Co. and Wells Fargo Securities, LLC, as the representatives (the
“Representatives”) of the several underwriters named in Schedule B thereto (collectively including
the Representatives, the “Underwriters”) pursuant to which: (1) the Fund and Ms. Frist agreed to
sell an aggregate of 2,080,510 Issuer Common Shares to the Underwriters at $16.25 per share less an
underwriting discount of $0.85 per share in a registered underwritten public offering, and (2) the
Fund and Ms. Frist granted an over-allotment option to the Underwriters for up to 200,551 Issuer
Common Shares at the same pricing.
On March 30, 2011, the Underwriters exercised the over-allotment option in full. The Fund and
Ms. Frist sold an aggregate of 2,281,061 Issuer Common Shares to the Underwriters at the closing on
April 1, 2011. In accordance with the Underwriting Agreement, the Fund and Ms. Frist entered into
letter agreements (the “Lock-up Agreements”) with the Representatives pursuant to which the Fund
and Ms. Frist agreed that, for the 90-day period after March 29, 2011, the Fund and Ms. Frist will
not, without the prior written consent of the Representatives, offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant for the sale of, or otherwise dispose of or transfer any Issuer Common
Shares, other than as provided in the Lock-up Agreements.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) and (b) The information contained on the cover pages to this Schedule 13D and the
information set forth or incorporated in Items 2, 3, 4 and 6 hereof are incorporated herein by
reference.
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this
Amendment No. 1 to Schedule 13D include the 2,281,061 Issuer Common Shares sold by the Reporting
Persons in the Follow-On Offering, because, notwithstanding such sale, the Reporting Persons have
voting power over such sold shares at the Issuer’s 2011 Annual Meeting of Shareholders to be held
on April 14, 2011, as a result of the Reporting Persons owning such shares on February 14, 2011,
the record date for the Annual Meeting. The percentage of Issuer Common Shares reported
beneficially owned by each person herein is based upon 19,250,500 Issuer Common
Shares issued and outstanding as of February 14, 2011 as reported in the prospectus filed by
the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, on March 29, 2011, relating to the Issuer’s registration statement on Form
S-1, as amended (Registration No. 333-172642).
(c) On April 1, 2011, Stephen C. Sherrill, one of the managers of BRSE, L.L.C. purchased
100,000 Issuer Common Shares from the Underwriters at a sale price of $16.25 per share in the
Follow-On Offering. Except as described above and herein, none of the Reporting Persons or, to the
best knowledge of each of the Reporting Persons, without independent verification, any person
listed in response to Item 2 hereof has engaged in any transaction during the past 60 days
involving Issuer Common Shares.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the
Issuer’s Common Shares on April 1, 2011; however, the Reporting Persons retained voting power over
2,281,061 Issuer Common Shares for purposes of the Issuer’s 2011 Annual Meeting of Shareholders to
be held on April 14, 2011, because the Reporting Persons owned such shares on February 14, 2011,
the record date for the Annual Meeting.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute
an admission that any Reporting Person is the beneficial owner of any Issuer Common Shares referred
to in this Schedule 13D for purposes of Section 13(d) of the Exchange Act or for any other purpose,
and such beneficial ownership is expressly disclaimed.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth or incorporated in Items 3 and 4 hereof is incorporated herein by
reference.
The Reporting Persons have entered into a Joint Filing Agreement filed as Exhibit 1 herewith,
as required by Rule 13d-1(k) promulgated under the Exchange Act.
Item 7. Material to be Filed as Exhibits
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| Exhibit Number |
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Description of Exhibits |
1.
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Agreement of Joint Filing, dated as of November 5, 2011, by
and between Bruckmann, Rosser, Sherrill & Co. II, L.P. and
BRSE, L.L.C. (incorporated by reference from Exhibit 1 to
the Reporting Persons’ Schedule 13D filed with the
Securities and Exchange Commission on November 5, 2011). |