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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FARALLON CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2002

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

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

	Form filed by One Reporting Person
X	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)

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)
Common Stock Warrants (Right to buy)	$0.01	03/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		74		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	7,252	$0⁽¹⁾⁽²⁾	16,249	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock Warrants (Right to buy)	$0.01	06/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		74		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	7,252	$0⁽¹⁾⁽²⁾	16,323	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock Warrants (Right to buy)	$0.01	03/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		65		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	6,370	$0⁽¹⁾⁽²⁾	17,985	D⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock Warrants (Right to buy)	$0.01	06/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		66		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	6,468	$0⁽¹⁾⁽²⁾	18,051	D⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock Warrants (Right to buy)	$0.01	03/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		13		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	1,274	$0⁽¹⁾⁽²⁾	2,782	D⁽⁴⁾⁽⁵⁾⁽⁸⁾
Common Stock Warrants (Right to buy)	$0.01	06/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		13		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	1,274	$0⁽¹⁾⁽²⁾	2,795	D⁽⁴⁾⁽⁵⁾⁽⁸⁾
Common Stock Warrants (Right to buy)	$0.01	03/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		13		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	1,274	$0⁽¹⁾⁽²⁾	2,399	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock Warrants (Right to buy)	$0.01	06/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		13		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	1,274	$0⁽¹⁾⁽²⁾	2,412	D⁽⁴⁾⁽⁵⁾⁽⁹⁾
Common Stock Warrants (Right to buy)	$0.01	03/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		3		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	294	$0⁽¹⁾⁽²⁾	915	D⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Common Stock Warrants (Right to buy)	$0.01	06/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		3		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	294	$0⁽¹⁾⁽²⁾	918	D⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Common Stock Warrants (Right to buy)	$0.01	03/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		168		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	16,464	$0⁽¹⁾⁽²⁾	40,330	I	See footnotes⁽⁴⁾⁽⁵⁾⁽¹¹⁾⁽¹²⁾
Common Stock Warrants (Right to buy)	$0.01	06/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		169		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	16,562	$0⁽¹⁾⁽²⁾	40,499	I	See footnotes⁽⁴⁾⁽⁵⁾⁽¹¹⁾⁽¹²⁾
Common Stock Warrants (Right to buy)	$0.01	03/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		137		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	13,426	$0⁽¹⁾⁽²⁾	32,168	I	See footnotes⁽⁴⁾⁽⁵⁾⁽¹³⁾
Common Stock Warrants (Right to buy)	$0.01	06/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		138		01/09/2003⁽³⁾	06/19/2006	Common Stock , par value $.001 per share	13,524	$0⁽¹⁾⁽²⁾	32,306	I	See footnotes⁽⁴⁾⁽⁵⁾⁽¹³⁾
Common Stock Warrants (Right to buy)	$0.01	03/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		305		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	29,890	$0⁽¹⁾⁽²⁾	72,498	I	See footnotes⁽⁴⁾⁽⁵⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock Warrants (Right to buy)	$0.01	06/15/2002⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾		307		01/09/2003⁽³⁾	06/19/2006	Common Stock, par value $.001 per share	30,086	$0⁽¹⁾⁽²⁾	72,805	I	See footnotes⁽⁴⁾⁽⁵⁾⁽¹⁴⁾⁽¹⁵⁾

1. Name and Address of Reporting Person^*

FARALLON CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

DUHAMEL WILLIAM F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANSICO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

FRIED RICHARD B

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANSICO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

LANDRY MONICA R

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

MELLIN WILLIAM F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

MILLHAM STEPHEN L

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

SCHRIER DEREK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

WEHRLY MARK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

STEYER THOMAS F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

Explanation of Responses:

1. Between June 18, 2001 and June 14, 2002, each of the Partnerships acquired certain of the Issuer's Senior Secured Increasing Rate Notes due 2003 issued pursuant to that certain Indenture dated as of June 19, 2001 (the "Indenture") for $140,000,000 of the Issuer's Senior Secured Increasing Rate Notes due 2003 and Senior Secured Increasing Rate Notes due 2003, Series B (together, the "Notes"). Pursuant to Section 4.28 of the Indenture, the Reporting Persons were entitled to receive certain Common Stock Warrants in the event the Notes were outstanding on each of March 15, 2002, June 15, 2002 and each month thereafter (together, the "Step-up Warrants"). The Notes remained outstanding until approximately July 8, 2003.

2. The Step-up Warrants reported in this Form 4 were issued to the Reporting Persons on January 9, 2003 for no additional consideration as the Step-Up Warrants due under the Indenture on each of March 15, 2002 and June 15, 2002. Until the issuance of such warrants, the Reporting Persons did not know the number of warrants they would receive. The Reporting Persons do not consider the acquisition of these warrants to be a purchase. The Reporting Persons are unable to confirm the aggregate number of remaining Step-up Warrants which will be issued to them pursuant to the Indenture.

3. By the terms of the Indenture, the Step-up Warrants are immediately exercisable. For the purpose of this Form 4, the Step-up Warrants have been listed as being exercisable upon their issuance on January 9, 2003.

4. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group.

5. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities listed in footnotes (6) through (11) of this Form 4 and David I. Cohen, Chun R. Ding and Joseph F. Downes, each as listed in footnote (14) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the transactions described in this Form 4 relating to such entities and individuals. Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in such other Form 4.

6. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Farallon Capital Partners, L.P. ("FCP").

7. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").

8. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").

9. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").

10. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by Tinicum Partners, L.P. ("Tinicum").

11. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by FCP, FCIP, FCIP II, FCIP III and Tinicum (collectively, the "Partnerships"). As the general partner to each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships.

12. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.

13. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by a discretionary account (the "Managed Account") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as the registered investment adviser to such discretionary account, may be deemed to be the beneficial owner of the Issuer's securities held by such discretionary account. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise.

14. The amount of securities shown in columns 5 and 9 of Table II of this Form 4 is owned directly by either the Partnerships or the Managed Account. Each of David I. Cohen, Chun R. Ding, Joseph F. Downes, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Steven L. Millham, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or a senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships as referenced in footnotes (6) through (10) of this Form 4 and by the Managed Account as referenced in footnote (13) of this Form 4.

15. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise. The transactions and securities reported by the Managing Members and the Senior Managing Member are cumulative totals of the transactions and securities reported in footnotes (6) through (10) and (13) of this Form 4. None of these individuals have engaged in any transactions in the Issuer's securities individually or indirectly through any entities not listed in this Form 4.

	/s/ Monica R. Landry, individually and as attorney-in-fact and/or authorized signer for each of FCMLLC, William F. Duhamel, Richard B. Fried, William F. Mellin, Steven L. Millham, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly	08/06/2003
	.	08/06/2003
	.	08/06/2003
	.	08/06/2003
	.	08/06/2003
	.	08/06/2003
	.	08/06/2003
	.	08/06/2003
	.	08/06/2003
	** 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.