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. 2) 1

 

Zoe’s Kitchen, Inc.

 (Name of Issuer)

Common Stock, $0.01 par value

 (Title of Class of Securities)

98979J109

 (CUSIP Number)

November 21, 2018

  (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

    ☐  Rule 13d-1(b)

    ☒  Rule 13d-1(c)

    ☐  Rule 13d-1(d)

 

 

 

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 ).

 

CUSIP NO. 98979J109

 

  1   NAME OF REPORTING PERSON  
         
        Misada Capital Flagship Fund LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        0%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP NO. 98979J109

  1   NAME OF REPORTING PERSON  
         
        Misada Capital Holdings LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        0%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP NO. 98979J109

 

  1   NAME OF REPORTING PERSON  
         
        Noah A. Elbogen  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States of America  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        0%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

4

CUSIP NO. 98979J109

Item 1(a). Name of Issuer:

 

Zoe’s Kitchen, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b). Address of Issuer's Principal Executive Offices:

 

5760 State Highway 121, Suite 250

Plano, Texas 75024

 

Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office or, if None, Residence
Item 2(c). Citizenship

 

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.”

 

Item 2(d). Title of Class of Securities:

 

Common Stock, $0.01 par value (the “Common Stock”)

 

Item 2(e). CUSIP Number:

 

98979J109

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

  /x/ Not applicable.
       
  (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) / / Investment company registered under Section 8 of the Investment Company Act.
       
  (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 

5

CUSIP NO. 98979J109

       
  (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).  
       
  (k) / / 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: ____

 

Item 4. Ownership

 

(a) Amount beneficially owned:

 

On November 21, 2018, pursuant to the terms of that certain Agreement and Plan of Merger dated as of August 16, 2018, by and among the Issuer, Cava Group, Inc., a Delaware corporation (“Cava”) and Pita Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Cava (“Merger Sub”), Merger Sub was merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Cava.

 

At the effective time of the Merger, each outstanding share of Common Stock (other than shares of Common Stock held by Cava, Merger Sub, or the Issuer (or held in the Issuer’s treasury) or by any direct or indirect wholly owned subsidiary of Cava or Merger Sub) was cancelled and converted into the right to receive $12.75 in cash (the “Merger Consideration”), without interest thereon and reduced by the amount of any withholding tax thereon that is required to be withheld under applicable law. Accordingly, the Reporting Persons no longer beneficially own any securities of the Issuer.

 

(b) Percent of class:

 

Not Applicable.

 

(c) Number of shares as to which such person has:

 

(i) Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(ii) Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii) Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

6

CUSIP NO. 98979J109

 

(iv) Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on November 29, 2017.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certifications.

 

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.

7

CUSIP NO. 98979J109

 

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 26, 2018

 

 

  Misada Capital Flagship Fund LP
   
  By:

Misada Capital Holdings LLC,

its general partner

   
  By: /s/ Noah A. Elbogen
    Name: Noah A. Elbogen
    Title: Managing Member

 

  Misada Capital Holdings LLC
     
  By: /s/ Noah A. Elbogen
    Name: Noah A. Elbogen
    Title: Managing Member

 

 

/s/ Noah A. Elbogen

  NOAH A. ELBOGEN

 

8

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