Statement of Ownership (sc 13g)
November 29 2017 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.
)
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Zoe’s Kitchen, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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November 20, 2017
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(Date of Event Which Requires Filing of this
Statement)
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Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
1
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
).
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1
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NAME OF REPORTING PERSON
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Misada Capital Flagship Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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1,453,580
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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1,453,580
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,453,580
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.4%
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12
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Misada Capital Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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1,453,580
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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1,453,580
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,453,580
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.4%
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12
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Noah A. Elbogen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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1,453,580
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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1,453,580
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,453,580
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.4%
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12
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TYPE OF REPORTING PERSON
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IN
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Item 1(a).
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Name of Issuer:
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Zoe’s Kitchen, Inc., a Delaware corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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5760 State Highway 121, Suite 250
Plano, Texas 75024
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Misada Capital Flagship Fund LP (“Misada
Flagship”)
200 S. Dwight Place
Englewood, New Jersey 07631
Citizenship: Delaware
Misada Capital Holdings LLC (“Misada
Holdings”)
200 S. Dwight Place
Englewood, New Jersey 07631
Citizenship: Delaware
Noah A. Elbogen (“Mr. Elbogen”)
200 S. Dwight Place
Englewood, New Jersey 07631
Citizenship: United States of America
Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.01 par value (the “Common Stock”)
98979J109
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
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/x/
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Not applicable.
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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As of the close of business on November
29, 2017, Misada Flagship beneficially owned 1,453,580 shares of Common Stock.
Each of Misada Holdings, as the general
partner of Misada Flagship, and Mr. Elbogen, as the managing member of Misada Holdings, may be deemed to beneficially own 1,453,580
shares of Common Stock directly owned by Misada Flagship.
The filing of this Schedule 13G shall
not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, the beneficial owners of any of the shares reported herein. Each of the Reporting Persons specifically disclaims
beneficial ownership of the shares reported herein that are not directly owned by such Reporting Person except to the extent of
his or its pecuniary interest therein.
See Cover Pages Item 11. The percentages
are based on 19,554,830 shares of Common Stock outstanding, as of November 9, 2017, which is the total number of shares of Common
Stock outstanding as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission
on November 9, 2017.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of
the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: November 29, 2017
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Misada Capital Flagship Fund LP
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By:
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Misada Capital Holdings LLC
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By:
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/s/ Noah A. Elbogen
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Name:
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Noah A. Elbogen
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Title:
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Managing Partner
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Misada Capital Holdings LLC
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By:
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Noah A. Elbogen
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By:
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/s/ Noah A. Elbogen
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Name:
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Noah A. Elbogen
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Title:
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Managing Member
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/s/ Noah A. Elbogen
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NOAH A. ELBOGEN
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ZOE'S KITCHEN, INC. (NYSE:ZOES)
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