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^*

GALLEN JONATHAN

(Last)

(First)

(Middle)

C/O AHAB CAPITAL MANAGEMENT, INC.

299 PARK AVENUE, 17TH FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COSI INC [ COSI ]

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)
08/06/2009

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, $0.01 par value per share	08/06/2009		S⁽¹⁾		141,100	D	$0.5693	4,595,300	I⁽³⁾	By partnerships and corporations⁽³⁾
Common Stock, $0.01 par value per share	08/07/2009		S⁽²⁾		156,100	D	$0.5091	4,439,200	I⁽³⁾	By partnerships and corporations⁽³⁾

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)

Explanation of Responses:

1. As of August 6, 2009, Ahab Opportunities, L.P. ("Opportunities, L.P."), Ahab Opportunities, Ltd. ("Opportunities, Ltd."), Ahab Redemption, L.P. ("Redemption, L.P."), Ahab Redemption, Ltd. ("Redemption, Ltd."), Ahab Redemption II, L.P. ("Redemption II, L.P."), and Ahab Redemption II, Ltd. ("Redemption II, Ltd.") held in the aggregate 4,595,300 shares of common stock, $0.01 par value per share (the "Shares"), of Cosi, Inc. (the "Company").

2. As of August 7, 2009, Opportunities, L.P., Opportunities, Ltd., Redemption, L.P., Redemption, Ltd., Redemption II, L.P., and Redemption II, Ltd. held in the aggregate 4,439,200 Shares of the Company.

3. As of August 7, 2009, Jonathan Gallen possesses the sole power to vote and the sole power to direct the disposition of 4,439,200 Shares held by Opportunities, L.P., Opportunities, Ltd., Redemption, L.P., Redemption, Ltd., Redemption II, L.P., and Redemption II, Ltd. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is deemed to beneficially own 4,439,200 Shares. Mr. Gallen's interest in the securities reported herein is limited to the extent of his pecuniary interest in Opportunities, L.P., Opportunities, Ltd., Redemption, L.P., Redemption, Ltd., Redemption II, L.P., and Redemption II, Ltd., respectively, if any. On July 13, 2009, Mr. Gallen ceased to exercise any discretion over, or hold any pecuniary interest in, 250,000 Shares previously included in Mr. Gallen's Form 4 reports with respect to the Company as a result of the termination of a managed account relationship.

	/s/ Jonathan Gallen	08/10/2009
	** 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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