SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEYER ANDREW R

(Last)

(First)

(Middle)

C/O MISTRAL CAPITAL MANAGEMENT, LLC

650 FIFTH AVENUE, 31ST FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JAMBA, INC. [ JMBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2011		C		45,300	A	$1.15	0⁽¹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	07/08/2011		C		16,300	A	$1.15	0⁽¹⁾⁽¹⁰⁾⁽¹²⁾	D⁽¹⁾⁽¹⁰⁾⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	07/08/2011		C		3,400	A	$1.15	0⁽²⁾⁽¹³⁾	D⁽²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	07/08/2011		S		45,300	D	$2.22	0⁽¹⁾⁽³⁾⁽⁴⁾	D⁽¹⁾⁽³⁾⁽⁴⁾
Common Stock	07/08/2011		S		16,300	D	$2.22	0⁽¹⁾⁽³⁾⁽⁵⁾	D⁽¹⁾⁽³⁾⁽⁵⁾
Common Stock	07/08/2011		S		3,400	D	$2.22	0⁽²⁾⁽⁶⁾	D⁽²⁾⁽⁶⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Preferred Stock (right to buy)	$1.15	07/08/2011		C			453	⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	45,300	⁽⁸⁾⁽⁹⁾	76,099⁽¹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹⁴⁾⁽¹⁵⁾
Preferred Stock (right to buy)	$1.15	07/08/2011		C			163	⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	16,300	⁽⁸⁾⁽⁹⁾	27,419⁽¹⁾⁽¹⁰⁾⁽¹²⁾	D⁽¹⁾⁽¹⁰⁾⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾
Preferred Stock (right to buy)	$1.15	07/08/2011		C			34	⁽⁷⁾⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	3,400	⁽⁸⁾⁽⁹⁾	5,631⁽²⁾⁽¹³⁾	D⁽²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾

1. Name and Address of Reporting Person^*

HEYER ANDREW R

(Last)

(First)

(Middle)

C/O MISTRAL CAPITAL MANAGEMENT, LLC

650 FIFTH AVENUE, 31ST FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MISTRAL EQUITY GP LLC

(Last)

(First)

(Middle)

650 FIFTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mistral Equity Partners, LP

(Last)

(First)

(Middle)

650 FIFTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Mistral Equity GP, LLC ("ME GP") is the general partner of (i) Mistral Equity Partners, LP ("MEP"), a Delaware limited partnership and (ii) Mistral Equity Partners QP, LP ("MEP QP"), a Delaware limited partnership. Andrew R. Heyer ("Mr. Heyer"), who became a director of the Issuer on June 16, 2009, is the chief executive officer, sole managing member and a managing director of ME GP.

2. Mr. Heyer is the sole managing member of MEP Co-Invest, LLC ("MEP C-I"), a Delaware limited liability company. Mr. Heyer, ME GP and MEP are referred to herein as the "Reporting Persons."

3. ME GP indirectly owned the 45,300 shares of Common Stock of the Issuer (the "Common Shares") sold by MEP and 16,300 Common Shares sold by MEP QP on July 8, 2011. After the sales, ME GP owned indirectly 0 Common Shares.

4. Represents 45,300 Common Shares sold by MEP on July 8, 2011. After the sale, MEP owned directly 0 Common Shares.

5. Represents 16,300 Common Shares sold by MEP QP on July 8, 2011. After the sale, MEP QP owned directly 0 Common Shares.

6. Represents 3,400 Common Shares sold by MEP C-I on July 8, 2011. After the sale, MEP C-I owned directly 0 Common Shares.

7. On July 8, 2011: (i) MEP exercised its right to convert 453 shares of Series B-1 Convertible Preferred Stock, par value $0.001 per share ("Preferred Shares"), of the Issuer, (ii) MEP QP exercised its right to convert 163 Preferred Shares and (iii) MEP C-I exercised its right to convert 34 Preferred Shares.

8. The remaining Preferred Shares not converted by the Reporting Persons continue to be convertible at the election of the Reporting Persons, at any time, into Common Shares at a rate equal to $115 per Preferred Share divided by the initial conversion price of $1.15 per share, which rate is subject to customary anti-dilution adjustments for stock splits, dividends and the like. After June 16, 2011, the Issuer will have the right to force the Preferred Shares to convert into Common Shares if (i) the Common Share trading volume averages 150,000 shares per trading day over a 30 trading day period and (ii) the daily volume weighted average price per Common Share exceeds the product of 2.5 times the then-applicable conversion price for any 20 of the preceding 30 trading days.

9. There is no expiration on either the optional or mandatory conversion right. After 7 years from the date the Preferred Shares are originally issued, the holders of at least a majority of the then outstanding Preferred Shares and shares of the Issuer's Series B-2 Convertible Preferred Stock, par value $0.001 per share, will have the right to require the Issuer to redeem their shares, in whole or in part, at a price per share equal to the original sale price per share plus any unpaid but accrued dividends.

10. Represents Preferred Shares or Common Shares, as applicable, indirectly owned by ME GP.

11. Represents Preferred Shares or Common Shares, as applicable, directly owned by MEP.

12. Represents Preferred Shares or Common Shares, as applicable, directly owned MEP QP.

13. Represents Preferred Shares or Common Shares, as applicable, directly owned MEP C-I.

14. The conversion of Preferred Shares and the sale of Common Shares reported herein, as applicable, were effected pursuant to a Rule 10b5-1 Sales Plan.

15. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person.

	/s/ Andrew R. Heyer	07/12/2011
	/s/ Andrew R. Heyer, as CEO and Managing Director of Mistral Equity GP, LLC	07/12/2011
	/s/ Andrew R. Heyer, as CEO and Managing Director of Mistral Equity GP, LLC, the general partner of Mistral Equity Partners, LP	07/12/2011
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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