SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Bravo Brio Restaurant Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

10567B109

(CUSIP Number)

James L. Wolfe

TAC Capital LLC

One Momentum Blvd., Suite 1000

College Station, Texas 77845

(979) 776-1111

with a copy to:

Michael G. Keeley

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 19, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☒

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 10567B109

1	Name of Reporting Person TAC Capital LLC
2	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☒
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 2,200,459
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 2,200,459
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,200,459
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row 11 14.9% (1)
14	Type of Reporting Person OO

(1) Based on 14,726,005 common shares, no par value per share (“Common Stock”), of the Issuer issued and outstanding as of November 2, 2016, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 25, 2016 filed with the Securities and Exchange Commission (“SEC”) on November 2, 2016.

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CUSIP No. 10567B109

1	Name of Reporting Person TAC Financial Corporation
2	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☒
3	SEC Use Only
4	Source of Funds N/A
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 2,200,459
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 2,200,459
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,200,459
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row 11 14.9% (1)
14	Type of Reporting Person CO

(1) Based on 14,726,005 common shares, no par value per share (“Common Stock”), of the Issuer issued and outstanding as of November 2, 2016, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 25, 2016 filed with the SEC on November 2, 2016.

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CUSIP No. 10567B109

1	Name of Reporting Person The Adam Corporation/Group
2	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☒
3	SEC Use Only
4	Source of Funds N/A
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 2,200,459
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 2,200,459
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,200,459
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row 11 14.9% (1)
14	Type of Reporting Person CO

(1) Based on 14,726,005 common shares, no par value per share (“Common Stock”), of the Issuer issued and outstanding as of November 2, 2016, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 25, 2016 filed with the SEC on November 2, 2016.

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CUSIP No. 10567B109

1	Name of Reporting Person Donald A. Adam
2	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☒
3	SEC Use Only
4	Source of Funds N/A
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 2,200,459
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 2,200,459
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,200,459
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row 11 14.9% (1)
14	Type of Reporting Person IN

(1) Based on 14,726,005 common shares, no par value per share (“Common Stock”), of the Issuer issued and outstanding as of November 2, 2016, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 25, 2016 filed with the SEC on November 2, 2016.

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Item 1. Security and the Issuer

This Schedule 13D relates to common shares, no par value per share (the “Common Stock”), of Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Issuer”). The principal executive office of the Issuer is located at 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212. This Schedule 13D supersedes the Schedule 13G with respect to the shares of Common Stock previously filed by TAC Capital LLC, a Delaware limited liability company (“TAC Capital”), on July 27, 2016, as amended by Amendment No. 1 filed on September 1, 2016 and by Amendment No. 2 filed on September 9, 2016.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by TAC Capital, TAC Financial Corporation, a Delaware corporation and the sole member of TAC Capital (“TAC Financial”), The Adam Corporation/Group, a Texas corporation and the sole shareholder of TAC Financial (“TAC/G”), and Donald A. Adam, a citizen of the United States of America and the sole shareholder of TAC/G (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”). The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 99.1.

(b) The address of the principal business office of each of the Reporting Persons is One Momentum Boulevard, Suite 1000, College Station, Texas 77845.

(c) The principal business of TAC Capital is that of making equity, private equity and hedge fund investments. The principal business of TAC Financial is acting as an intermediate holding company that invests in a wide variety of industries, which includes acting as the sole member of TAC Capital. The principal business of TAC/G is acting as a parent holding company that invests in companies in a wide variety of industries. The principal business of Mr. Adam is acting as Chairman and CEO of TAC/G and Chairman and CEO of Adam Bank Group, Inc., the registered bank holding company for American Momentum Bank (“American Momentum”).

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding.

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) TAC Capital is a Delaware limited liability company. TAC Financial is a Delaware corporation. TAC/G is a Texas corporation. Mr. Adam is a citizen of the United States of America.

Schedule A attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

The 2,200,459 shares of Common Stock reported herein by the Reporting Persons were acquired at an aggregate purchase price of $15,391,273 (including commissions). The shares of Common Stock beneficially owned by the Reporting Persons were effected in open market purchases and were acquired in the ordinary course of business. The source of these funds was the working capital of TAC Capital.

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Item 4. Purpose of Transaction

(a) – (j) The Reporting Persons originally acquired the shares of Common Stock subject to this Schedule 13D for investment purposes, in the ordinary course of business, and not with the purpose or effect of changing or influencing the control or management of the Issuer and without any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of securities of the Issuer.

The Reporting Persons acquired their positions in the Common Stock in the belief that the Common Stock was, when purchased, undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of the Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Common Stock on the open market or in private transactions or otherwise, and/or engaging in short selling of or hedging or similar transactions with respect to the Common Stock, in each case on such terms and at such times as the Reporting Persons may deem advisable.

On January 19, 2017 Mr. Adam sent a letter to the nominating and governance committee of the Issuer’s board of directors recommending William Dusek, Jimmy Loup and James L. Wolfe for consideration as director nominees to the board of directors of the Issuer. A copy of the letter is attached as Exhibit 99.2. The Reporting Persons intend to engage in discussions with the Issuer and Issuer’s management and board of directors, other stockholders of the Issuer and other interested parties that may relate to the governance and board composition, business, operations, cost structure, management, assets, capitalization, financial condition, strategic plans, and the future of the Issuer.

The Reporting Persons may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including but not limited to, solicitation of proxies, and may discuss such actions with the Issuer and Issuer’s management and the board of directors, other stockholders of the Issuer and other interested parties.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the outcome of the discussions referred to above, the Issuer’s financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with the Issuer’s management and board of directors, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the business, operations, governance, management and strategic direction of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, or changing their intention with respect to any and all matters referred to in subparagraphs (a)—(j) of Item 4 of Schedule 13D.

There can be no assurance that the Reporting Persons will pursue any of the matters set forth above. Moreover, there can be no assurance that the Reporting Persons will or will not develop any alternative plans or proposals with respect to any of the foregoing matters or take any particular action or actions with respect to some or all of their investment in the Issuer, or as to the timing of any such matters should they be so pursued by the Reporting Persons. The Reporting Persons reserve the right, at any time and in each Reporting Person’s sole discretion, to take or refrain from taking any of the actions set forth above.

Except as contemplated in this Item 4, the Reporting Persons have no plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of this Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) As of the close of business on January 19, 2017, by virtue of the relationships described in Item 2(a) of this Schedule 13D, each of the Reporting Persons may be deemed to beneficially own 2,200,459 shares of Common Stock representing 14.9% of the shares of Common Stock outstanding. The percentages used herein are based on 14,726,005 shares of Common Stock outstanding as of November 2, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2016 filed with the Securities Exchange Commission on November 2, 2016.

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(b) By virtue of the relationships described in Item 2(a) of this Schedule 13D, each of the Reporting Persons may be deemed to have shared voting power and shared dispositive power of the 2,200,459 shares of Common Stock subject to this Schedule 13D.

(c) None of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days.

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the Joint Filing Agreement attached as Exhibit 99.1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Materials to be Filed as Exhibits

Exhibit 99.1:	Joint Filing Agreement, dated as of July 26, 2016, by and among TAC Capital LLC, TAC Financial Corporation, The Adam Corporation/Group and Donald A. Adam*
Exhibit 99.2:	Letter sent to Nominating and Governance Committee of the Board of Directors of Bravo Brio Restaurant Group, Inc., dated January 19, 2017.

* Previously filed with the SEC on July 27, 2016.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2017

TAC CAPITAL LLC
By:	/s/ James L. Wolfe
	Name: James L. Wolfe
	Title: Vice President
TAC FINANCIAL CORPORATION
By:	/s/ James L. Wolfe
	Name: James L. Wolfe
	Title: Vice President
THE ADAM CORPORATION/GROUP
By:	/s/ James L. Wolfe
	Name: James L. Wolfe
	Title: President
DONALD A. ADAM
/s/ Donald A. Adam

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint Filing Agreement, dated as of July 26, 2016, by and among TAC Capital LLC, TAC Financial Corporation, The Adam Corporation/Group and Donald A. Adam.*
99.2	Letter sent to Nominating and Governance Committee of the Board of Directors of Bravo Brio Restaurant Group, Inc., dated January 19, 2017

* Previously filed with the SEC on July 27, 2016.

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Schedule A

The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the applicable Reporting Persons (the “Instruction C Persons”). To the best of the Reporting Persons’ knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any Common Stock (except to the extent such Instruction C Person is a Reporting Person in which case such Instruction C Person’s beneficial ownership is as set forth in Item 5 of the Schedule 13D and other than Mr. Rosales whose beneficial owneship of common stock is noted below) or is party to any contract or agreement as would require disclosure in this Schedule 13D.

TAC Capital LLC

Name	Position	Citizenship	Present Principal Occupation	Business Address
Donald A. Adam	Manager, Chief Executive Officer, President	United States	Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
Donna J. Adam	Manager, Vice President	United States	Semi-Retired Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
James L. Wolfe	Manager, Vice President	United States	Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845

TAC Financial Corporation

Name	Position	Citizenship	Present Principal Occupation	Business Address
Donald A. Adam	Director, Chief Executive Officer, President	United States	Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
Donna J. Adam	Director, Vice President	United States	Semi-Retired Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
James L. Wolfe	Director, Vice President, Secretary	United States	Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845

The Adam Corporation/Group

Name	Position	Citizenship	Present Principal Occupation	Business Address
Donald A. Adam	Director, Chairman of the Board, Chief Executive Officer	United States	Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
James L. Wolfe	Director, President, Chief Operating Officer	United States	Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
Donna J. Adam	Director, Senior Vice President, Assistant Secretary	United States	Semi-Retired Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
Steven Bradley Adam	Director, Senior Vice President	United States	Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
Stephanie Adam Malechek	Director, Senior Vice President, Secretary	United States	Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
William Dusek	Senior Vice President, Corporate Development	United States	Executive	One Momentum Blvd., Suite 1000 College Station, Texas 77845
Marcos Rosales*	Senior Vice President, General Counsel	United States	Executive/ Attorney	One Momentum Blvd., Suite 1000 College Station, Texas 77845

* Beneficial owner of 5,000 shares of Common Stock (less than 0.1% of the issued and outstanding shares of Common Stock as of November 2, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on November 2, 2016). No transactions in shares of Common Stock effected in the past 60 days.

EX-99.2

Exhibit 99.2

TAC Capital LLC

One Momentum Boulevard, Suite 1000

College Station, Texas 77845

January 19, 2017

Bravo Brio Restaurant Group, Inc.

Attention: Nominating and Corporate Governance Committee

c/o James J. O’Connor, Corporate Secretary

777 Goodale Boulevard, Suite 100

Columbus, Ohio 43212

Re: Request for Seats on the Board of Directors

Dear Sirs:

We, TAC Capital LLC, are writing to you as the largest shareholder of Bravo Brio Restaurant Group, Inc. (“BBRG” or the “Company”). We currently beneficially own approximately 15% of the Company’s outstanding shares and we plan to be a long-term shareholder of the Company. You may find additional information about TAC Capital LLC in our Schedule 13D filed with the SEC on January 19, 2017.

This letter requests that the Board of Directors of the Company (the “Board”) or its Nominating and Corporate Governance Committee (the “Nominating Committee”), as appropriate, review and consider William B. Dusek, Jimmy Loup and James L. Wolfe (the “Director Candidates”) as candidates for Board membership. Certain information concerning the Director Candidates is set forth in Annex A to this letter and enclosed with this letter are their curricula vitae. Written consents to nomination and to serve as a director, if elected, from each of the Director Candidates are attached as Annex B.

As a shareholder, we believe the Board would benefit from the addition of new independent directors, and we expect the Director Candidates will offer to the Board new perspectives, strengths and experiences with their backgrounds in restaurant operations, finance, management and strategic planning. We also believe that minority representation on the Board by a large shareholder is in the best interests of the Company and all the Company’s shareholders generally.

We appreciate that the responsibilities of the Nominating Committee include vetting and recommending all director candidates for the Board, and any such recommendation can only be made after careful, thoughtful and deliberative consideration of a possible candidate, including specifically their attributes and qualifications to serve as a Board member and the value he or she would add to the Board for the benefit of the Company and the shareholders generally. We also appreciate that the Board is required to exercise its fiduciary duties and act in the best interest of the Company’s shareholders at large. In this context, we are prepared to furnish any additional pertinent information concerning the Director Candidates that is reasonably requested, and each of the Director Candidates is ready and willing to make themselves available at your convenience for meetings and interviews so that the Nominating Committee and Board are able to follow an appropriately informative, thoughtful, deliberative and fulsome process. However, in order to preserve our rights as a shareholder to submit our own slate of nominees for election as Class I members at this year’s annual meeting, we request that the Nominating Committee advise us regarding its plans with respect to the consideration of the Director Candidates on or before January 27, 2017.

For the avoidance of doubt, we would expect that, upon completion of the review and consideration process of the Director Candidates, the Board will promptly take action to increase the size of the Board and add the Director Candidates in the newly created directorships, so apportioned between the classes as to make each class as nearly equal in number of members as possible. We would further expect that the Director Candidate(s) added to the Board as Class I members (whose terms are expiring at this year’s annual meeting) will be included in the Company’s slate of nominees for re-election by the shareholders, together with the three current Class I members, assuming they are nominated and willing to stand for re-election.

We believe that the Company has great potential and we look forward to working with the Board to improve the Company’s strategy, operations, corporate governance and investor relations in order to unlock long-term shareholder value.

We very much look forward to hearing from you.

Very truly yours,

/s/ Donald A. Adam

Donald A. Adam

Chairman

Enclosures

cc: William B. Dusek

Jimmy Loup

James L. Wolfe

Michael G. Keeley, Esq.

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Annex A

Information Regarding the Director Candidates

Set forth below is the biographical data and statement of qualification for the Director Candidates.

Name	Age	Biographical Data and Statement of Qualification
William B. Dusek	40	Mr. Dusek has significant experience developing corporate and business unit strategies, conducting market assessments, leading mergers & acquisitions, identifying process improvement opportunities and driving organizational change across multiple industries. Mr. Dusek currently serves as Senior Vice President, Corporate Development of The Adam Corporation/Group (“TAC/G”) and has been affiliated with TAC/G since 2014. TAC/G is a privately-owned company headquartered in College Station, Texas that owns and operates companies in the hospitality, financial services, real estate development, commercial construction, insurance services and marble and granite industries. In his current role, Mr. Dusek leads the company’s mergers & acquisitions and portfolio company integration activities. Mr. Dusek also serves as Managing Director of The Stone Collection, LLC, a TAC/G portfolio company, where he is responsible for managing all aspects of the business. For more than ten years, Mr. Dusek has led strategy-based transformations for a broad range of companies. As a consultant, Mr. Dusek led the development of the business unit strategy for a $150 million regional distributor, ultimately positioning it to service a new industry through both organic and inorganic entries. Mr. Dusek was also a key contributor in the realignment of the operating model of an $8 billion utility to increase the effectiveness and efficiency of its corporate functions including IT, HR, Finance and Accounting. He also led the analysis to “right-size” another utility after the spin-off of a businesss unit, identifying more than $200 million of potential cost savings. Mr. Dusek also developed the strategic framework to assist an independent refiner of petroleum products to determine how to maximize the value of its commercial portfolio. More recently, Mr. Dusek has overseen the six-fold increase in The Stone Collection’s operating footprint, from one location in 2014 to six showrooms and warehouses operating in four states in 2017. Mr. Dusek currently serves on the boards of directors of The Stone Collection, LLC and other TAC/G portfolio companies. Prior to his affiliation with TAC/G, Mr. Dusek was a Dallas, Texas-based Principal in the Energy, Chemicals and Utilities practice of Booz & Company, the oldest continually existing strategy consultancy in the world. Mr. Dusek began his career with Enron in Houston, Texas before transferring to London to launch the company’s metals trading company. Mr. Dusek graduated with Honors from The University of Chicago, Booth School of Business with a Master of Business Administration. Prior to beginning his career, Mr. Dusek graduated magna cum laude from Texas A&M University with a Bachelor of Business Administration.

A-1

Name	Age	Biographical Data and Statement of Qualification
Jimmy Loup	43	Mr. Loup is the founder and CEO of Grub Burger Bar, which operates seventeen restaurants in six states. From 2004 to 2012, Mr. Loup served as the Joint Venture Partner for Outback Steakhouse in Atlanta and Middle Georgia. In that role, he managed the operations of eleven to fifteen restaurants and was responsible for providing leadership to the area by developing and working with the management teams in each location. Mr. Loup began his career with Outback Steakhouse in 1992 as a line cook in Houston, Texas. He worked as an hourly employee in various positions as he earned a bachelor’s degree in business from Texas A&M University. In 1999, he was promoted to Managing Partner of the Outback in College Station, Texas. He held this position for five years until 2004 when he was promoted to the position of Joint Venture Partner in Atlanta and South Georgia.
James L. Wolfe	65	Mr. Wolfe has over 40 years of extensive managerial experience across multiple industries, with particular emphasis in financial services. Mr. Wolfe currently serves as President of The Adam Corporation/Group (“TAC/G”) and has been affiliated with TAC/G since 1989. TAC/G is a privately-owned company headquartered in College Station, Texas that owns and operates companies in the hospitality, financial services, real estate development, commercial construction, insurance services, and marble and granite industries. As President, Mr. Wolfe is responsible for managing all aspects of the businesses. Beginning in 1989, Mr. Wolfe assisted TAC/G in merging 14 failed and/or troubled financial institutions into a single banking enterprise – First American Bank. As Chief Financial Officer of First American, Mr. Wolfe assisted in resolving troubled assets and paring unprofitable retail branches, creating a smaller, more efficient institution that was poised to stand the test of time. Mr. Wolfe was then a key contributor in the development and implementation of First American’s strategic growth plan that included expansion into the major Texas cities of Dallas/Fort Worth, Houston and Austin. By the end of 2004, First American had reached nearly $3.6 billion in assets and 107 branch locations. During Mr. Wolfe’s tenure as CFO, First American became a highly profitable banking institution highly regarded by customers, employees, peers, and regulators. In March of 2005 Citigroup, then the world’s largest financial institution, selected First American as its platform to expand into the Texas banking market, purchasing First American from TAC/G. Mr. Wolfe currently serves on the board of directors for TAC/G and American Momentum Bank, as well as on the board of managers for The Stone Collection, LLC. Prior to his affiliation with TAC/G, Mr. Wolfe was the Controller of Banc United, a financial institution with $5 billion in assets headquartered in Houston, Texas. Mr. Wolfe began his career with KPMG (formerly, Peat, Marwick, Mitchell & Co.) after graduating from Baylor University with a bachelor’s degree in Business Administration. Mr. Wolfe is a Certified Public Accountant.

A-2

Annex B

Consents of Director Candidates to Nomination

and to Serving as a Director, if Elected

Consent

To: The Board of Directors of

Bravo Brio Restaurant Group, Inc.

I hereby consent to being nominated by TAC Capital LLC for election as a member of the Board of Directors of Bravo Brio Restaurant Group, Inc. and hereby consent to serve as a director of the Company if I am so elected.

I hereby confirm that, if elected, I am willing and able to attend all meetings of the Board of Directors and committees where appropriate, any training sessions and the Company’s annual meeting of shareholders, and I have sufficient time available to devote to the affairs of the Company in my capacity as a director.

/s/ William Dusek

Name: William Dusek

Dated: January 18, 2017

Consent

To: The Board of Directors of

Bravo Brio Restaurant Group, Inc.

I hereby consent to being nominated by TAC Capital LLC for election as a member of the Board of Directors of Bravo Brio Restaurant Group, Inc. and hereby consent to serve as a director of the Company if I am so elected.

I hereby confirm that, if elected, I am willing and able to attend all meetings of the Board of Directors and committees where appropriate, any training sessions and the Company’s annual meeting of shareholders, and I have sufficient time available to devote to the affairs of the Company in my capacity as a director.

/s/ Jimmy Loup

Name: Jimmy Loup

Dated: January 18, 2017

Consent

To: The Board of Directors of

Bravo Brio Restaurant Group, Inc.

I hereby consent to being nominated by TAC Capital LLC for election as a member of the Board of Directors of Bravo Brio Restaurant Group, Inc. and hereby consent to serve as a director of the Company if I am so elected.

I hereby confirm that, if elected, I am willing and able to attend all meetings of the Board of Directors and committees where appropriate, any training sessions and the Company’s annual meeting of shareholders, and I have sufficient time available to devote to the affairs of the Company in my capacity as a director.

/s/ James L. Wolfe

Name: James L. Wolfe

Dated: January 18, 2017