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^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

535 MADISON AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UFood Restaurant Group, Inc. [ UFFC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2007

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

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

X	Form filed by One Reporting Person
	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	08/02/2007		J⁽¹⁾		2,400,000	D	$0⁽¹⁾	3,600,000	I	See Footnote⁽²⁾
Common Stock	08/02/2007		J⁽¹⁾		2,400,000	A	$0⁽¹⁾	3,600,000	I	See Footnote⁽²⁾
Common Stock	12/18/2007		C⁽³⁾		102,125	A	$0	3,702,125	I	See Footnote⁽⁴⁾
Common Stock	01/23/2008		J⁽⁵⁾		840,000	D	$0⁽⁵⁾	3,702,125	I	See Footnote⁽⁶⁾
Common Stock	01/23/2008		J⁽⁵⁾		840,000	A	$0⁽⁵⁾	3,702,125	I	See Footnote⁽⁶⁾
Common Stock	01/23/2008		J⁽⁷⁾		360,000	D	$0⁽⁷⁾	3,342,125	I	See Footnote⁽⁸⁾

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)
Warrant	$1.25	12/18/2007		C⁽³⁾		51,063		⁽⁹⁾	12/18/2012	Common Stock	51,063	$0	1,216,587	I	See Footnote⁽¹⁰⁾
Warrant	$1	12/18/2007		J⁽¹¹⁾			75,000	⁽⁹⁾	12/18/2014	Common Stock	75,000	$0⁽¹¹⁾	1,141,587	I	See Footnote⁽¹²⁾
Warrant	$1	12/18/2007		J⁽¹³⁾			359,440	⁽⁹⁾	12/18/2014	Common Stock	359,400	$0⁽¹³⁾	1,141,587	I	See Footnote⁽¹⁴⁾
Warrant	$1	12/18/2007		J⁽¹³⁾		359,440		⁽⁹⁾	12/18/2014	Common Stock	359,400	$0⁽¹³⁾	1,141,587	I	See Footnote⁽¹⁴⁾
Warrant	$1	12/18/2007		J⁽¹⁵⁾			358,584	⁽⁹⁾	12/18/2014	Common Stock	358,584	$0⁽¹⁵⁾	1,141,587	I	See Footnote⁽¹⁶⁾
Warrant	$1	12/18/2007		J⁽¹⁵⁾		358,584		⁽⁹⁾	12/18/2014	Common Stock	358,584	$0⁽¹⁵⁾	1,141,587	I	See Footnote⁽¹⁶⁾

Explanation of Responses:

1. Spencer Trask Breakthrough Partners, LLC, a Delaware limited liability company ("STBP"), of which the Reporting Person is the non-member manager, distributed the shares of common stock ("Common Stock"), of UFood Restaurant Group, Inc. (the "Issuer") to one of its members, Spencer Trask Investment Partners, LLC, a Delaware limited liability company ("STIP"), of which the Reporting Person is the non-member manager.

2. Of this total: 1,200,000 shares of Common Stock are held directly by STBP and 2,400,000 shares of Common Stock are held directly by STIP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Pursuant to the 9% Convertible Promissory Note, dated September 24, 2007, between STBP and the Issuer (the "Note"), STBP converted the outstanding principal and accrued interest on the Note into 102,125 shares of Common Stock and a warrant to purchase 51,063 shares of Common Stock.

4. Of this total: 1,302,125 shares of Common Stock are held directly by STBP and 2,400,000 shares of Common Stock are held directly by STIP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. STBP distributed the shares of Common Stock to STIP, a member of STBP.

6. Of this total: 462,125 shares of Common Stock are held directly by STBP and 3,240,000 shares of Common Stock are held directly by STIP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

7. STBP distributed the shares of Common Stock to one of its natural person members.

8. Of this total: 102,125 shares of Common Stock are held directly by STBP and 3,240,000 shares of Common Stock are held directly by STIP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

9. The warrant is currently exercisable.

10. Of this total: the warrant to purchase 51,063 shares of Common Stock is held directly by STBP; the warrant to purchase 806,940 shares of Common Stock is held directly by Concord Equities Group, Inc. a Delaware corporation ("Concord"); and the warrant to purchase 358,584 shares of Common Stock is held directly by Spencer Trask Ventures, Inc. ("STV"), a Delaware corporation.

11. Concord distributed warrants to brokers as compensation for their services in a securities offering of the Issuer in which Concord acted as a dealer.

12. Of this total: the warrant to purchase 51,063 shares of Common Stock is held directly by STBP; the warrant to purchase 731,940 shares of Common Stock is held directly by Concord; and the warrant to purchase 358,584 shares of Common Stock is held directly by STV. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

13. Concord distributed the warrants to its parent company, Washington Associates, LLC, a Delaware limited liability company ("Washington Associates").

14. Of this total: the warrant to purchase 51,063 shares of Common Stock is held directly by STBP; the warrant to purchase 372,500 shares of Common Stock is held directly by Concord; the warrant to purchase 358,584 shares of Common Stock is held directly by STV; and the warrant to purchase 359,400 shares of Common Stock is held directly by Washington Associates. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

15. STV distributed the warrant to its parent company, Spencer Trask & Co., a Delaware corporation of which the reporting person is the sole stockholder ("ST&Co.").

16. Of this total: the warrant to purchase 51,063 shares of Common Stock is held directly by STBP; the warrant to purchase 372,500 shares of Common Stock is held directly by Concord; the warrant to purchase 358,584 shares of Common Stock is held directly by ST&Co.; and the warrrant to purchase 359,440 shares of Common Stock is held directly by Washington Associates. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ Kevin B. Kimberlin	07/16/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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