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^*

DENNY GEORGE P III

(Last)

(First)

(Middle)

500 BOYLSTON STREET

SUITE 1880

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEW WORLD RESTAURANT GROUP INC [ NWCI.PK ]

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)
09/30/2003

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, $.001 par value	09/30/2003		S		23,264,107	D	⁽¹⁾	0	I	by Halpern Denny III, L.P.⁽²⁾

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 to Purchase Common Stock	$0.01	11/15/2002⁽³⁾		P		314,547		11/15/2002	06/20/2006	Common Stock	314,547	$0⁽⁴⁾	314,547	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	12/15/2002⁽³⁾		P		313,420		12/15/2002	06/20/2006	Common Stock	313,420	$0⁽⁴⁾	313,420	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	12/31/2002⁽³⁾		P		2,422,204		12/31/2002	06/20/2006	Common Stock	2,422,204	$0⁽⁵⁾	2,422,204	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	01/15/2003⁽³⁾		P		353,389		01/15/2003	06/20/2006	Common Stock	353,389	$0⁽⁴⁾	353,389	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	02/15/2003⁽³⁾		P		358,829		02/15/2003	06/20/2006	Common Stock	358,829	$0⁽⁴⁾	358,829	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	03/15/2003⁽³⁾		P		364,401		03/15/2003	06/20/2006	Common Stock	364,401	$0⁽⁴⁾	364,401	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	04/15/2003⁽³⁾		P		370,060		04/15/2003	06/20/2006	Common Stock	370,060	$0⁽⁴⁾	370,060	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	05/15/2003⁽³⁾		P		375,765		05/15/2003	06/20/2006	Common Stock	375,765	$0⁽⁴⁾	375,765	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	06/15/2003⁽³⁾		P		381,667		06/15/2003	06/20/2006	Common Stock	381,667	$0⁽⁴⁾	381,667	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	06/30/2003⁽³⁾		P		3,531,700		06/30/2003	06/20/2006	Common Stock	3,531,700	$0⁽⁵⁾	3,531,700	I	By Halpern Denny III, L.P.⁽²⁾
Warrants to Purchase Common Stock	$0.01	09/30/2003		S			13,711,054	09/30/2003	06/20/2006	Common Stock	13,711,054	$0⁽¹⁾	0	I	By Halpern Denny III, L.P.⁽²⁾

Explanation of Responses:

1. Halper Denny III, L.P. ("HD III") agreed to acquire an aggregate of 57,000 shares of Series Z Preferred Stock of New World Restaurant Group, Inc. in exchange for 56,237,994 shares of Series F Preferred Stock, 23,264,107 shares of Common Stock and Warrants to purchase 13,711,054 shares of Common Stock of New World Restaurant Group, Inc. in a private transaction.

2. By HD III. The reporting person is one of several managing members of the sole general partner of HD III. Pursuant to Instruction 4(b)(iv) of Form 4, the reporting person has elected to report as indirectly beneficially owned the entire number of securities reported as beneficially owned by such limited partnership. The reporting person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein, and/or that are not actually distributed to him or her.

3. HD III was entitled to receive the Warrants on a periodic basis and as a result of the trigger of anti-dilution provisions after September 2002. Although the Warrants are issued as of the indicated date, New World Restaurent Group, Inc. did not receive the Warrants on the scheduled dates and the Warrants were recently issued by New World Restaurant Group, Inc.

4. In connection with the ownership by HD III of warrants to purchase Common Stock of New World Restaurant Group, Inc., HD III is entitled to receive, without further consideration, additional warrants to purchase Common Stock at an exercise price of $.01 per share pursuant to the antidilution provisions of such warrants.

5. In connection with the ownership by HD III of shares of Series F Preferred Stock of New World Restaurant Group, Inc., HD III is entitled to receive, without further consideration, additional warrants to purchase Common Stock at an exercise price of $.01 per share in the event that certain events do not occur.

Remarks:

	William S. Nimmo, Attorney-in-Fact	10/02/2003
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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