UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)^*

 

 

BRAVO BRIO RESTAURANT GROUP, INC.

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

10567B109

(CUSIP Number)

Red Mountain Capital Partners LLC

Attn: Willem Mesdag

10100 Santa Monica Boulevard, Suite 925

Los Angeles, California 90067

Telephone (310) 432-0200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 17, 2014

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

 

 

 

---

CUSIP No. 10567B109		SCHEDULE 13D/A		PAGE 2 OF 9 PAGES

 

1		NAME OF REPORTING PERSONS   Red Mountain Capital Partners LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS*   AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,007,322 shares (See Item 5)
				8		SHARED VOTING POWER   None (See Item 5)
				9		SOLE DISPOSITIVE POWER   1,007,322 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER   None (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,007,322 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.7% (See Item 5)
14.		TYPE OF REPORTING PERSON*   IA, OO – Limited Liability Company

* See Instructions

---

CUSIP No. 10567B109		SCHEDULE 13D/A		PAGE 3 OF 9 PAGES

 

1		NAME OF REPORTING PERSONS   Red Mountain Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS*   WC (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,007,322 shares (See Item 5)
				8		SHARED VOTING POWER   None (See Item 5)
				9		SOLE DISPOSITIVE POWER   1,007,322 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER   None (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,007,322 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.7% (See Item 5)
14.		TYPE OF REPORTING PERSON*   PN – Limited Partnership

* See Instructions

---

CUSIP No. 10567B109		SCHEDULE 13D/A		PAGE 4 OF 9 PAGES

 

1		NAME OF REPORTING PERSONS   RMCP GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS*   AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,007,322 shares (See Item 5)
				8		SHARED VOTING POWER   None (See Item 5)
				9		SOLE DISPOSITIVE POWER   1,007,322 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER   None (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,007,322 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.7% (See Item 5)
14.		TYPE OF REPORTING PERSON*   OO – Limited Liability Company

* See Instructions

---

CUSIP No. 10567B109		SCHEDULE 13D/A		PAGE 5 OF 9 PAGES

 

1		NAME OF REPORTING PERSONS   Red Mountain Capital Management, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS*   AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,007,322 shares (See Item 5)
				8		SHARED VOTING POWER   None (See Item 5)
				9		SOLE DISPOSITIVE POWER   1,007,322 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER   None (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,007,322 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.7% (See Item 5)
14.		TYPE OF REPORTING PERSON*   CO – Corporation

* See Instructions

---

CUSIP No. 10567B109		SCHEDULE 13D/A		PAGE 6 OF 9 PAGES

 

1		NAME OF REPORTING PERSONS   Willem Mesdag
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS*   AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   U.S. Citizen
NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,007,322 shares (See Item 5)
				8		SHARED VOTING POWER   None (See Item 5)
				9		SOLE DISPOSITIVE POWER   1,007,322 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER   None (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,007,322 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.7% (See Item 5)
14.		TYPE OF REPORTING PERSON*   IN – Individual

* See Instructions

---

 

CUSIP No. 10567B109		SCHEDULE 13D/A		PAGE 7 OF 9 PAGES

 

This Amendment No. 4 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2013, as amended by Amendment No. 1 thereto, filed with the SEC on August 5, 2013, Amendment No. 2 thereto, filed with the SEC on September 9, 2013, and Amendment No. 3 thereto, filed with the SEC on November 12, 2013 (collectively, this “Schedule 13D”), in each case by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Partners, L.P., a Delaware limited partnership (“RMP”), (iii) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), and (v) Willem Mesdag, a natural person and U.S. citizen, with respect to the common shares, no par value per share (the “Common Shares”), of Bravo Brio Restaurant Group, Inc., an Ohio corporation (“BBRG”). The filing of any amendment to this Schedule 13D shall not be construed to be an admission by the Reporting Persons (as defined below) that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

RMCP LLC, RMP and RMCP GP are sometimes collectively referred to herein as “Red Mountain.” Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.”

 

ITEM 2.

IDENTITY AND BACKGROUND.

Item 2 of this Schedule 13D is hereby amended and restated as follows:

 

(a), (c), (f)

This Schedule 13D is being jointly filed by the Reporting Persons.

RMP was formed, and its principal business is, to invest in small cap public companies and to enhance shareholder value through active ownership. RMCP GP is the general partner of RMP and thus may be deemed to control RMP. RMCP LLC is the managing member of RMCP GP and thus may be deemed to control RMCP GP and each entity directly or indirectly controlled by RMCP GP. RMCM is the managing member of RMCP LLC and thus may be deemed to control RMCP LLC and each entity directly or indirectly controlled by RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM and thus may be deemed to control RMCM and each entity directly or indirectly controlled by RMCM (including Red Mountain). The principal business of each of RMCP GP, RMCP LLC and RMCM is investment. The principal occupation of Mr. Mesdag is serving as an executive officer and Managing Partner of RMCP LLC. He is a U.S. citizen.

Each of J. Christopher Teets, Jack Watkinson and John Hill (and each of their principal occupations) is serving as an executive officer and Partner of RMCP LLC. None of Mr. Teets, Mr. Watkinson or Mr. Hill controls any Reporting Person. Information regarding Mr. Teets, Mr. Watkinson and Mr. Hill is being included in this Schedule 13D solely for purposes of complying with General Instruction C to Schedule 13D. Each of Mr. Teets, Mr. Watkinson and Mr. Hill is a U.S. citizen.

 

(b)	The principal executive offices of Red Mountain and RMCM are located at, and the principal business address of each of Mr. Mesdag, Mr. Teets, Mr. Watkinson and Mr. Hill is, 10100 Santa Monica Boulevard, Suite 925, Los Angeles, California 90067.

 

(d)-(e)

During the last five years, none of the Reporting Persons, Mr. Teets, Mr. Watkinson or Mr. Hill has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

---

 

CUSIP No. 10567B109		SCHEDULE 13D/A		PAGE 8 OF 9 PAGES

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of this Schedule 13D is hereby amended to include the following information:

On November 7, 2014, RMP purchased 200,000 Common Shares on the open market at an average price of $12.71 per share (excluding trading commissions and related administrative costs). The source of the funds used by RMP to purchase such shares was working capital of RMP.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of this Schedule 13D is hereby amended and restated as follows:

 

(a)-(b)

RMP beneficially owns, in the aggregate, 1,007,322 Common Shares, which represent approximately 6.7% of the outstanding Common Shares.(1) RMP has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 1,007,322 Common Shares.

Because each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to control RMP, each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition of, all of the Common Shares beneficially owned by RMP.

The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the Common Shares that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all Common Shares reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the Common Shares that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, each of Mr. Teets, Mr. Watkinson and Mr. Hill disclaims beneficial ownership of all Common Shares reported in this Schedule 13D.

 

(c)	The information set forth above in Item 3 is hereby incorporated by reference in response to this Item 5(c).

On December 17, 2014, RMP sold 835,959 Common Shares to BBRG at a price per share (excluding trading commissions and related administrative costs) of $14.00 ($11,703,426 in the aggregate) in connection with BBRG’s tender offer for the purchase of up to $50 million in value of its Common Shares pursuant to Rule 13e-4 of the Exchange Act, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 12, 2014, filed as Exhibit (a)(I)(A) to BBRG’s Tender Offer Statement on Schedule TO, filed by BBRG with the SEC on November 12, 2014.

 

(d)

No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares covered by this Schedule 13D, except that dividends from, and proceeds from the sale of, the Common Shares held for the accounts managed by Red Mountain may be delivered to such accounts.

 

(e)	Not applicable.

 

(1)

All calculations of percentage ownership in this Schedule 13D are based on 15,085,270 Common Shares outstanding as of December 16, 2014, as calculated by the Reporting Persons based on the Quarterly Report on Form 10-Q filed by BBRG with the SEC on November 7, 2014 and Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by BBRG with the SEC on December 17, 2014.

---

 

CUSIP No. 10567B109		SCHEDULE 13D/A		PAGE 9 OF 9 PAGES

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 19, 2014