| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COSI INC [ COSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/04/2003 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/23/2003 | P(1) | 826,118 | A | $1.5 | 5,026,456(2) | D(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This transaction represents a purchase of Issuer's Common Stock by ZAM Holdings, L.P. ("ZAM Holdings") pursuant to its obligation under an Investment Agreement, dated as of August 5, 2003. |
| 2. As of December 23, 2003, ZAM Holdings is the beneficial owner of 5,026,456 shares of the Issuer's Common Stock. ZAM Holdings owns 2,625,980 shares of such Common Stock directly. 458,937 shares may be obtained upon exercise of warrants previously reported, and 1,941,539 shares may be obtained upon conversion of two convertible notes previously reported. |
| 3. The securities reported are directly owned only by ZAM Holdings. PBK Holdings, Inc. ("PBK Holdings"), as the general partner of ZAM Holdings, and Philip B. Korsant ("Korsant"), as the sole shareholder of PBK Holdings, may be deemed indirect beneficial owners under Rule 16a-1(a)(1) of the Securities Exchange Act of 1934, as amended (the "Act"), of securities of the Issuer beneficially owned by ZAM Holdings. Other than with respect to their direct or indirect ownership interest in ZAM Holdings, PBK Holdings and Korsant are not beneficial owners pursuant to Rule 16a-1(a)(1) of the Act of any securities of the Issuer. |
| 4. PBK Holdings, as the general partner of ZAM Holdings and as the general partner of certain limited partners of ZAM Holdings, and Korsant, as sole shareholder of PBK Holdings, may be deemed indirect beneficial owners under Rule 16a-1(a)(2) of the Act of securities of the Issuer beneficially owned by ZAM Holdings. Other than with respect to their direct or indirect ownership interest in ZAM Holdings, PBK Holdings and Korsant are not beneficial owners pursuant to Rule 16a-1(a)(2) of the Act of any securities of the Issuer. |
| Remarks: |
| This Form 4/A is being filed as a second amendment to the Form 4 filed on February 4, 2003. A first amendment was filed on November 26, 2003. |
| By: /s/ Fred Fogel, Vice President and Secretary of PBK Holdings, Inc., the General Partner of ZAM Holdings, L.P. | 12/23/2003 | |
| Fred Fogel, Vice President and Secretary of PBK Holdings, Inc. | 12/23/2003 | |
| Philip B. Korsant | 12/23/2003 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||