Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HEYER ANDREW R

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/16/2009 

3. Issuer Name and Ticker or Trading Symbol

JAMBA, INC. [JMBA]

(Last)        (First)        (Middle)

C/O MISTRAL CAPITAL MANAGEMENT, LLC, 650 FIFTH AVENUE, 31ST FLOOR

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

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10019       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-1 Conv. Preferred Stock, par value $0.001/share     (4)   (4) Common Stock, par value $0.001 per share ("Common Stock")   11852400     (4) I   (1) See footnote   (1)
Series B-1 Conv. Preferred Stock, par value $0.001/share     (4)   (4) Common Stock   4270200     (4) I   (2) See footnote   (2)
Series B-1 Conv. Preferred Stock, par value $0.001/share     (4)   (4) Common Stock   877400     (4) I   (3) See footnote   (3)

Explanation of Responses:
( 1)  See Exhibit 99.1
( 2)  See Exhibit 99.1
( 3)  See Exhibit 99.1
( 4)  See Exhibit 99.1

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HEYER ANDREW R
C/O MISTRAL CAPITAL MANAGEMENT, LLC
650 FIFTH AVENUE, 31ST FLOOR
NEW YORK, NY 10019
X X

MISTRAL EQUITY GP LLC
650 FIFTH AVENUE
31ST FLOOR
NEW YORK, NY 10019

X

Mistral Equity Partners LP
650 FIFTH AVENUE
31ST FLOOR
NEW YORK, NY 10019

X


Signatures
/s/ Andrew R. Heyer 6/17/2009
** Signature of Reporting Person Date

/s/ Andrew R. Heyer, as CEO and Managing Director of Mistral Equity GP, LLC 6/17/2009
** Signature of Reporting Person Date

/s/ Andrew R. Heyer, as CEO and Managing Director of Mistral Equity GP, LLC, the general partner of Mistral Equity Partners, LP 6/17/2009
** 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 5(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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Exhibit 99.1

 

Explanation of Responses:

 

(1) The shares of the Issuer’s Series B-1 Convertible Preferred Stock, par value $0.001 per share (“ Preferred Stock ”) to which this filing relates are directly owned by Mistral Equity Partners, LP (“ MEP ”), a Delaware limited partnership, of which Mistral Equity GP, LLC (“ ME GP ”) is the general partner. Andrew R. Heyer (“ Mr. Heyer ”), who became a director of the Issuer on June 16, 2009, is the chief executive officer, sole managing member and a managing director of ME GP. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934 (the “ Act ”), ME GP may be deemed to be the beneficial owner of any securities that may be deemed to be beneficially owned by MEP, and Mr. Heyer may be deemed to be the beneficial owner of any securities that may be deemed to be beneficially owned by MEP and ME GP. ME GP may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Act) in an indeterminate portion of the securities reported as beneficially owned by MEP, and Mr. Heyer may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Act) in an indeterminate portion of the securities reported as beneficially owned by MEP and ME GP.

 

(2) The shares of the Issuer’s Preferred Stock to which this filing relates are directly owned by Mistral Equity Partners QP, LP (“ MEP QP ”), a Delaware limited partnership, of which ME GP is the general partner. Mr. Heyer, who became a director of the Issuer on June 16, 2009, is the chief executive officer, sole managing member and a managing director of ME GP. By reason of the provisions of Rule 16a-1 of the Act, ME GP may be deemed to be the beneficial owner of any securities that may be deemed to be beneficially owned by MEP QP, and Mr. Heyer may be deemed to be the beneficial owner of any securities that may be deemed to be beneficially owned by MEP QP and ME GP. ME GP may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Act) in an indeterminate portion of the securities reported as beneficially owned by MEP QP, and Mr. Heyer may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Act) in an indeterminate portion of the securities reported as beneficially owned by MEP QP and ME GP.

 

(3) The shares of the Issuer’s Preferred Stock to which this filing relates are directly owned by MEP Co-Invest, LLC (“ MEP C-I ”), a Delaware limited liability company, of which Mr. Heyer is the sole managing member. By reason of the provisions of Rule 16a-1 of the Act, Mr. Heyer may be deemed to be the beneficial owner of any securities that may be deemed to be beneficially owned by MEP C-I. Mr. Heyer may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Act) in an indeterminate portion of the securities reported as beneficially owned by MEP C-I.

 

(4) The shares of Preferred Stock are convertible at the election of the holders, at any time, into shares of Common Stock at a rate equal to $115 per share of Preferred Stock divided by the initial conversion price of $1.15 per share, which rate is subject to customary anti-dilution adjustments for stock splits, dividends and the like. After June 16, 2011, the Company will have the right to force the shares of Preferred Stock to convert into shares of Common Stock if (i) the Common Stock trading volume averages 150,000 shares per trading day over a 30 trading day period and (ii) the daily volume weighted average price per share of the Common Stock exceeds the product of 2.5 times the then-applicable conversion price for any 20 of the preceding 30 trading days. There is no expiration on either the optional or mandatory conversion right. After 7 years from the date the shares of Preferred Stock are originally issued, the holders of at least a majority of the then outstanding shares of Preferred Stock and shares of the Issuer’s Series B-2 Convertible Preferred Stock, par value $0.001 per share will have the right to require the Company to redeem their shares, in whole or in part, at a price per share equal to the original sale price per share plus any unpaid but accrued dividends.