BBRG / Bravo Brio Restaurant Group, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Bravo Brio Restaurant Group, Inc.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bravo Brio Restaurant Group, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
October 5, 2018 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / Aristotle Capital Boston, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* BRAVO BRIO RESTAURANT GROUP, INC. (Name of Issuer) Common Stock, Par Value of $.01 Per Share 10567B109 (CUSIP Number) December 31, 2017 (Date of Event Wh

June 5, 2018 15-12B

BBRG / Bravo Brio Restaurant Group, Inc. FORM 15

15-12B 1 eh18007751512b.htm FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34920 FoodFirst Global Restaurants,

May 29, 2018 EX-99.1

Attachment to Certificate of Merger THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BRAVO BRIO RESTAURANT GROUP, INC.

EX-99.1 2 eh1800734ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Attachment to Certificate of Merger THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BRAVO BRIO RESTAURANT GROUP, INC. These Third Amended and Restated Articles of Incorporation supersede the existing Second Amended and Restated Articles of Incorporation of Bravo Brio Restaurant Group, Inc., and all amendments thereto, in their entiret

May 29, 2018 EX-99.2

THIRD AMENDED AND RESTATED CODE OF REGULATIONS BRAVO BRIO RESTAURANT GROUP, INC. Adopted May 24, 2018 ARTICLE I Fiscal Year

EX-99.2 3 eh1800734ex9902.htm EXHIBIT 99.2 EXHIBIT 99.2 THIRD AMENDED AND RESTATED CODE OF REGULATIONS OF BRAVO BRIO RESTAURANT GROUP, INC. Adopted May 24, 2018 ARTICLE I Fiscal Year The fiscal year of Bravo Brio Restaurant Group, Inc. (the “Corporation”) shall be such period as the Board of Directors may designate by resolution from time to time. ARTICLE II Shareholders Section 1. Meetings of Sha

May 29, 2018 EX-99.3

Bravo Brio Restaurant Group Completes Merger with Spice Private Equity, an affiliate of GP Investments

EXHIBIT 99.3 Bravo Brio Restaurant Group Completes Merger with Spice Private Equity, an affiliate of GP Investments On May 24, 2018, Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the “Company”) announced that its contemplated merger with an affiliate of Spice Private Equity Ltd. (“Spice”), a Swiss investment company focused on private equity investments that is controlled by GP Investments, Lt

May 29, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 eh18007348k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 24, 2018 Date of Report (Date of Earliest Event Reported) BRAVO BRIO RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdict

May 24, 2018 S-8 POS

BBRG / Bravo Brio Restaurant Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on May 24, 2018 Registration No.

May 24, 2018 EX-99.25

EX-99.25

bbrg-form25

May 24, 2018 S-8 POS

BBRG / Bravo Brio Restaurant Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on May 24, 2018 Registration No.

May 22, 2018 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 a8-k2017annualmeetingresul.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 22, 2018 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or othe

May 22, 2018 EX-99.1

Bravo Brio Restaurant Group Shareholders Approve Merger Agreement with Spice Private Equity, an affiliate of GP Investments

EX-99.1 2 pressrelease.htm EXHIBIT 99.1 Bravo Brio Restaurant Group Shareholders Approve Merger Agreement with Spice Private Equity, an affiliate of GP Investments Columbus, Ohio - May 22, 2018 - Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG) (“BBRG” or the “Company”), owner and operator of the BRAVO! Cucina Italiana and BRIO Tuscan Grille restaurant concepts, announced that at a Special Meeting

May 16, 2018 DEFA14A

BBRG / Bravo Brio Restaurant Group, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

May 15, 2018 DEFA14A

BBRG / Bravo Brio Restaurant Group, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

May 10, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2018 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation) (Commiss

May 4, 2018 EX-31.B

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Diane D.

May 4, 2018 EX-32.A

Certification of Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended April 1, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Brian T. O'Malley, Pr

May 4, 2018 EX-31.A

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian T.

May 4, 2018 10-Q

BBRG / Bravo Brio Restaurant Group, Inc. 10-Q (Quarterly Report)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BRAVO B

April 26, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 23, 2018 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation) (Commi

April 18, 2018 DEFM14A

BBRG / Bravo Brio Restaurant Group, Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 4, 2018 PREM14A

BBRG / Bravo Brio Restaurant Group, Inc. PRELIMINARY PROXY - PREM14A

Preliminary Proxy - PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 4, 2018 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / Phr Holdings, Llc - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 d540056dsc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BRAVO BRIO RESTAURANT GROUP, INC. (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 10567B109 (CUSIP Number) Thomas Avallone PHR Holdings, LLC 4700 Millenia Blvd, Suite #400 Orlando, Flo

March 15, 2018 10-K

BBRG / Bravo Brio Restaurant Group, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BRAVO BRIO RESTAURANT GROU

March 15, 2018 EX-21.1

Subsidiaries of Bravo Brio Restaurant Group, Inc.

EX-21.1 4 exhibit211fy17.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Bravo Brio Restaurant Group, Inc. Entity Jurisdiction Brio Tuscan Grille of Maryland, Inc. MD Cherry Hill Two, LLC NJ Bravo Development of Kansas, Inc. KS Brio Tuscan Grille of Baltimore, LLC MD Brio Marlton, LLC DE Brio Tuscan Grille of Cherokee, LLC DE

March 15, 2018 EX-10.18

Fourth Amendment to the Credit Agreement, dated as of March 14, 2018, by and among Bravo Brio Restaurant Group, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent to the lenders.

EX-10.18 2 exhibit1018.htm EXHIBIT 10.18 Exhibit 10.18 EXECUTION VERSION FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 14, 2018 (this “Agreement”), is by and among BRAVO BRIO RESTAURANT GROUP, INC., an Ohio corporation (the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent to the Lenders (in

March 15, 2018 EX-12.1

Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.1 BRAVO BRIO RESTAURANT GROUP, INC. EARNINGS TO FIXED CHARGES (in thousands, except ratios) Year-ended December 31, December 25, December 27, December 28, December 29, Computation of Earnings: 2017 2016 2015 2014 2013 Net income (loss) before income taxes $ (11,155 ) $ (16,882 ) $ 1,716 14,105 $ 7,275 Add Gross Interest Expense 2,360 1,579 1,399 651 767 Capitalized Interest — — — — — 40

March 12, 2018 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / Philotimo Fund, LP - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 10567B109 (CUSIP Number) Mr. David L. Kane

March 8, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 a8-kbbrgmergeragreement.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 7, 2018 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other

March 8, 2018 EX-99.1

Bravo Brio Restaurant Group to be acquired by Spice Private Equity, an affiliate of GP Investments

EX-99.1 3 jointpressrelease.htm EXHIBIT 99.1 Bravo Brio Restaurant Group to be acquired by Spice Private Equity, an affiliate of GP Investments Columbus, Ohio - March 8, 2018 - Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG) (“BBRG” or the “Company”), owner and operator of the BRAVO! Cucina Italiana and BRIO Tuscan Grille restaurant concepts, GP Investments, Ltd. (“GP”), a leading private equity a

March 8, 2018 EX-2.1

Agreement and Plan of Merger, dated as of March 7, 2018, by and among Bravo Brio Restaurant Group, Inc., Bugatti Parent, Inc. and Bugatti Merger Sub, Inc.

bugattimergeragmt EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BUGATTI PARENT, INC.

February 14, 2018 SC 13G

BBRG / Bravo Brio Restaurant Group, Inc. / Aristotle Capital Boston, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* BRAVO BRIO RESTAURANT GROUP, INC. (Name of Issuer) Common Stock, Par Value of $.01 Per Share 10567B109 (CUSIP Number) December 31, 2016 (Date of Event Wh

February 14, 2018 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / Aristotle Capital Boston, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* BRAVO BRIO RESTAURANT GROUP, INC. (Name of Issuer) Common Stock, Par Value of $.01 Per Share 10567B109 (CUSIP Number) December 31, 2017 (Date of Event Wh

February 12, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a8-kthirdamendmentxq42017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 9, 2018 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or o

February 12, 2018 EX-10.1

Third Amendment to the Credit Agreement, dated as of February 9, 2018, by and among Bravo Brio Restaurant Group, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent to the lenders (incorporated by reference from Exhibit 10.1 on Form 8-K filed with the Securities and Exchange Commission on February 12, 2018).

Exhibit THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of February 9, 2018 (this ? Agreement ?), is by and among BRAVO BRIO RESTAURANT GROUP, INC.

January 31, 2018 SC 13D

BBRG / Bravo Brio Restaurant Group, Inc. / Philotimo Fund, LP - SCHEDULE 13D Activist Investment

SC 13D 1 sc13d1152700701302018.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securit

January 31, 2018 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13d1152700701302018.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, no par valu

January 29, 2018 EX-1

JOINT FILING AGREEMENT

Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them.

January 29, 2018 SC 13D

BBRG / Bravo Brio Restaurant Group, Inc. / Phr Holdings, Llc - SCHEDULE 13D Activist Investment

SC 13D 1 d531311dsc13d.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* BRAVO BRIO RESTAURANT GROUP, INC. (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 10567B109 (CUSIP Number) Thomas Avallone PHR Holdings, LLC 4700 Millenia Blvd, Suite #400 Orlando, Florida 32839 (

January 16, 2018 SC 13G

BBRG / Bravo Brio Restaurant Group, Inc. / Jackson Valley Fund Lp - SCHEDULE 13G Passive Investment

SC 13G 1 tv483304sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate

December 19, 2017 8-K

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 14, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorpora

November 21, 2017 EX-24

EX-24

EX-24 2 ex-24.htm EX-24 DOCUMENTREED LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints Charles Lempke and Sean R. Hunter as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described, on behalf of and in the name, place and stead of the undersigned to

November 2, 2017 DEF 14A

Bravo Brio Restaurant Group DEF 14A

DEF 14A 1 a2017proxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted

November 2, 2017 EX-32.A

Certification of Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended September 24, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Brian T. O'Malle

November 2, 2017 EX-31.B

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Diane D.

November 2, 2017 10-Q

BBRG / Bravo Brio Restaurant Group, Inc. 10-Q (Quarterly Report)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 24, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BR

November 2, 2017 EX-31.A

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian T.

November 1, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 1, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporat

November 1, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Updates Guidance for Full Year 2017

Exhibit Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Updates Guidance for Full Year 2017 Columbus, Ohio - November 1, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the thirteen and thirty-nine week per

October 25, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. Issues Response to Open Letter from TAC Capital LLC

Exhibit Bravo Brio Restaurant Group, Inc. Issues Response to Open Letter from TAC Capital LLC Columbus, Ohio - October 25, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today announced that it has issued a letter in response to TAC Capital LLC?s ?open letter? to the

October 25, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a8-koctober2017letter.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 25, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other

October 2, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8-kreedannouncement.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 2, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other j

October 2, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. Names Diane D. Reed as Chief Financial Officer

EX-99.1 3 ex991reedannouncement.htm EXHIBIT 99.1 Bravo Brio Restaurant Group, Inc. Names Diane D. Reed as Chief Financial Officer Columbus, Ohio - October 2, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today announced that Diane D. Reed has returned to BBRG and was

October 2, 2017 EX-10.1

Employment Agreement, dated as of October 2, 2017, by and between Bravo Brio Restaurant Group, Inc. and Diane D. Reed.

EX-10.1 2 ex101reedemploymentagreeme.htm EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 2, 2017 (the “Effective Date”), is made by and between Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Employer”) and Diane D. Reed (“Executive”). RECITALS WHEREAS, the Employer desires to hire Executive as its Chief Financial Officer, and Execut

September 7, 2017 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / HEARTLAND ADVISORS INC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* BRAVO BRIO RESTAURANT GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 10567B109 (CUSIP Number) August 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

September 5, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d452991d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 29, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisd

September 5, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. Announces Departure of Chief Financial Officer

EX-99.1 Exhibit 99.1 Bravo Brio Restaurant Group, Inc. Announces Departure of Chief Financial Officer Columbus, Ohio ? September 5, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today announced that James J. O?Connor, the Company?s Executive Vice President, Chief Fin

August 4, 2017 EX-31.B

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

August 4, 2017 EX-10.3

[COMPANY LETTERHEAD]

EX-10.3 4 ex-103amendmenttoemploymen.htm EXHIBIT 10.3 Exhibit 10.3 [COMPANY LETTERHEAD] August 2, 2017 James J. O’Connor 171 Innisfree Lane Dublin, Ohio 43017 Dear Jim, As you know, you and Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Company”) are parties to an employment agreement, dated October 26, 2010 (the “Employment Agreement”). The Company would like to amend the Employment

August 4, 2017 EX-10.4

Employment Agreement, dated as of August 3, 2017, by and between Bravo Brio Restaurant Group, Inc. and Khanh P Collins (incorporated by reference from Exhibit 10.4 to the Current Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2017).

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 3, 2017 (the “Effective Date”), is made by and between Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Employer”) and Khanh P. Collins (“Executive”). RECITALS WHEREAS, Executive is currently employed by the Employer as its Chief Operating Officer and desires to continue such employment o

August 4, 2017 EX-31.A

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian T.

August 4, 2017 10-Q

BBRG / Bravo Brio Restaurant Group, Inc. 10-Q (Quarterly Report)

10-Q 1 bbrg-q2201710xq.htm 10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 25, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

August 4, 2017 EX-32.A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended June 25, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Brian T. O'Malley, Pr

August 4, 2017 EX-10.1

Waiver and Second Amendment to the Credit Agreement, dated as of August 1, 2017, by and among Bravo Brio Restaurant Group, Inc., as borrower, the domestic subsidiaries of the borrower, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, KeyBank National Association as documentation agent, and Wells Fargo Securities, LLC, Keybanc Capital Markets, Inc. and Merril Lynch, Pierce, Fenner & Smith, Inc., as co-lead arrangers and joint book managers (incorporated by reference from Exhibit 10.1 to the Current Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2017).

Exhibit 10.1 WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT This WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 1, 2017 (this “Agreement”), is by and among BRAVO BRIO RESTAURANT GROUP, INC., an Ohio corporation (the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent to the Lenders (in such capacity, the “Administrative Ag

August 4, 2017 EX-10.2

Amendment to the Employment Agreement, dated as of August 2, 2017, by and between Bravo Brio Restaurant Group, Inc. and Brian T. O'Malley (incorporated by reference from Exhibit 10.2 to the Current Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2017).

Exhibit 10.2 [COMPANY LETTERHEAD] August 2, 2017 Brian T. O’Malley 7667 Red Emerald Way Delaware, Ohio 43015 Dear Brian, As you know, you and Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Company”) are parties to an employment agreement, dated August 1, 2013 (the “Employment Agreement”). The Company would like to amend the Employment Agreement as follows: Section 1(d)(i)(1) is hereb

August 3, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Second Quarter Financial Results Reiterates Earnings Guidance for Full Year 2017

EX-99.1 2 ex991q22017pressrelease.htm EXHIBIT 99.1 Bravo Brio Restaurant Group, Inc. Reports Second Quarter Financial Results Reiterates Earnings Guidance for Full Year 2017 Columbus, Ohio - August 3, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported finan

August 3, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q220178-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 1, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction

July 17, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 a8-kxsecondwaiverxjuly2017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 13, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or oth

July 17, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Second Quarter Comparable Restaurant Sales Company to Release Second Quarter Financial Results on August 3, 2017 Announces Waiver Extension for Credit Agreement to August 25, 2017

EX-99.1 3 ex991amendedwaiverpressrel.htm EXHIBIT 99.1 Bravo Brio Restaurant Group, Inc. Reports Second Quarter Comparable Restaurant Sales Company to Release Second Quarter Financial Results on August 3, 2017 Announces Waiver Extension for Credit Agreement to August 25, 2017 Columbus, Ohio - July 17, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BR

July 17, 2017 EX-10.1

AMENDED AND RESTATED WAIVER AGREEMENT

EX-10.1 2 ex101amendedwaiver.htm EXHIBIT 10.1 AMENDED AND RESTATED WAIVER AGREEMENT THIS AMENDED AND RESTATED WAIVER AGREEMENT dated as of July 13, 2017 (the “Agreement”) is entered into among Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent. All capital

June 8, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 a8-k2017waiver.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 2, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdicti

June 8, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. Provides Business Update Obtains Waiver Agreement for Credit Agreement Company to Present at Two Investor Conferences

Exhibit Bravo Brio Restaurant Group, Inc. Provides Business Update Obtains Waiver Agreement for Credit Agreement Company to Present at Two Investor Conferences Columbus, Ohio - June 8, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company), owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today provided a business update. C

June 8, 2017 EX-10.1

WAIVER AGREEMENT

Exhibit WAIVER AGREEMENT THIS WAIVER AGREEMENT dated as of June 8, 2017 (the ? Agreement ?) is entered into among Bravo Brio Restaurant Group, Inc.

May 3, 2017 EX-32.(A)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended March 26, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Brian T. O'Malley, P

May 3, 2017 EX-31.(A)

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian T.

May 3, 2017 EX-10.1

Bravo Brio Restaurant Group, Inc. Foodservice Distribution Agreement

Bravo Brio Restaurant Group, Inc. Foodservice Distribution Agreement Schedule DMA: Distribution Market Advantage, Inc., 1515 Woodfield Rd., Suite 600, Schaumburg, IL 60173. Email: [email protected]. Distributors: Ben E. Keith Company, 7600 Will Rogers Blvd, Ft. Worth, TX 76140. Email: [email protected]. Gordon Food Service, Inc., 1300 Gezon Parkway SW, Wyoming, MI 49509. Email: brian.lar

May 3, 2017 EX-31.(B)

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

May 3, 2017 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 bbrg-q1201710xq.htm 10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 26, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

May 2, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 2, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation)

May 2, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports First Quarter Financial Results

Exhibit Bravo Brio Restaurant Group, Inc. Reports First Quarter Financial Results Columbus, Ohio - May 2, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the thirteen week period ended March 26, 2017 . Selected First Quarter 2017 Hi

March 14, 2017 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / TAC Capital LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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

March 14, 2017 EX-99.3

TAC CAPITAL LLC RELEASES OPEN LETTER TO BOARD OF DIRECTORS OF BRAVO BRIO RESTAURANT GROUP, INC. Shareholders Have Suffered through Poor Performance, Weak Corporate Governance, and Substantial Value Destruction for Far Too Long Fourth Quarter and Full

EX-99.3 2 d362283dex993.htm EX-99.3 TAC CAPITAL LLC RELEASES OPEN LETTER TO BOARD OF DIRECTORS OF BRAVO BRIO RESTAURANT GROUP, INC. Shareholders Have Suffered through Poor Performance, Weak Corporate Governance, and Substantial Value Destruction for Far Too Long Fourth Quarter and Full Year 2016 Results and Recently Announced Decisions to Engage Investment Bankers and Delay 2017 Annual Meeting Und

March 6, 2017 EX-12.1

BRAVO BRIO RESTAURANT GROUP, INC.

Exhibit 12.1 BRAVO BRIO RESTAURANT GROUP, INC. EARNINGS TO FIXED CHARGES (in thousands, except ratios) Year-ended December 25, December 27, December 28, December 29, December 30, Computation of Earnings: 2016 2015 2014 2013 2012 Net income (loss) before income taxes $ (16,882 ) $ 1,716 $ 14,105 $ 7,275 $ 21,800 Add Gross Interest Expense 1,579 1,399 651 767 977 Capitalized Interest ? ? ? ? ? 40% o

March 6, 2017 EX-21.1

Subsidiaries of Bravo Brio Restaurant Group, Inc. Entity Jurisdiction Brio Tuscan Grille of Maryland, Inc. MD Cherry Hill Two, LLC NJ Bravo Development of Kansas, Inc. KS Brio Tuscan Grille of Baltimore, LLC MD Brio Tuscan Grille of Bethesda, LLC MD

Exhibit 21.1 Subsidiaries of Bravo Brio Restaurant Group, Inc. Entity Jurisdiction Brio Tuscan Grille of Maryland, Inc. MD Cherry Hill Two, LLC NJ Bravo Development of Kansas, Inc. KS Brio Tuscan Grille of Baltimore, LLC MD Brio Tuscan Grille of Bethesda, LLC MD Brio Marlton, LLC DE Brio Tuscan Grille of Cherokee, LLC DE

March 6, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 bbrg-2016x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34

February 28, 2017 8-K

Bravo Brio Restaurant Group CURRENT REPORT (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 28, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorpora

February 28, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2016 Financial Results; Company Provides Full Year 2017 Outlook

EX-99.1 2 ex991bbrgq42016pressrelease.htm EXHIBIT 99.1 Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2016 Financial Results; Company Provides Full Year 2017 Outlook Columbus, Ohio - February 28, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company), owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, to

February 2, 2017 8-K

Bravo Brio Restaurant Group 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 2, 2017 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporat

February 2, 2017 EX-99.1

Bravo Brio Restaurant Group, Inc. to Explore Alternatives

Exhibit FOR IMMEDIATE RELEASE Contact: Don Duffy/Raphael Gross 203-682-8253 investors@bbrg.

February 2, 2017 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / HEARTLAND ADVISORS INC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* BRAVO BRIO RESTAURANT GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 10567B109 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

January 19, 2017 EX-99.2

TAC Capital LLC One Momentum Boulevard, Suite 1000 College Station, Texas 77845

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

January 19, 2017 SC 13D

BBRG / Bravo Brio Restaurant Group, Inc. / TAC Capital LLC - SC 13D Activist Investment

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

November 2, 2016 8-K

Bravo Brio Restaurant Group 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 31, 2016 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporat

November 2, 2016 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results

EX-99.1 2 ex991q32016pressrelease.htm EXHIBIT 99.1 Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Columbus, Ohio - November 2, 2016 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the thirteen and thirty-nine w

November 2, 2016 EX-31.(B)

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

November 2, 2016 EX-32.(A)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended September 25, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Brian T. O'Malle

November 2, 2016 EX-31.(A)

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian T.

November 2, 2016 EX-10.1

First amendment to the Credit Agreement, dated as of October 31, 2016, by and among Bravo Brio Restaurant Group, Inc., as borrower, the domestic subsidiaries of the borrower, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, KeyBank National Association as documentation agent, and Wells Fargo Securities, LLC, Keybanc Capital Markets, Inc. and Merril Lynch, Pierce, Fenner & Smith, Inc., as co-lead arrangers and joint book managers. (incorporated by reference from Exhibit 10.1 to the Current Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016).

FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of October 31, 2016, is by and among BRAVO BRIO RESTAURANT GROUP, INC.

November 2, 2016 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BR

September 9, 2016 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / TAC Capital LLC - SC 13G/A Passive Investment

SC 13G/A 1 d258675dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10567B109 (CUSIP Number) September 8, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate

September 1, 2016 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / TAC Capital LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10567B109 (CUSIP Number) August 29, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

August 11, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints James J.

August 3, 2016 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Second Quarter Financial Results Company Revises Outlook for Full Year 2016

Exhibit Bravo Brio Restaurant Group, Inc. Reports Second Quarter Financial Results Company Revises Outlook for Full Year 2016 Columbus, Ohio - August 3, 2016 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the thirteen and twenty-six wee

August 3, 2016 8-K

Bravo Brio Restaurant Group 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 3, 2016 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporatio

August 3, 2016 EX-31.B

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

August 3, 2016 EX-32.A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended June 26, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Brian T. O'Malley, Pr

August 3, 2016 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BRAVO B

August 3, 2016 EX-31.A

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian T.

July 27, 2016 SC 13G

BBRG / Bravo Brio Restaurant Group, Inc. / TAC Capital LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) July 20, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

July 27, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d282036dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby consent to the joint filing on its behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of the shares of common stock of Bravo Brio Restauran

May 9, 2016 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2016 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction (Commission (I.R.S. Employe

May 3, 2016 EX-31.A

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian T.

May 3, 2016 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 B

May 3, 2016 EX-31.B

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

May 3, 2016 EX-32.A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended March 27, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Brian T. O'Malley, P

May 2, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 2, 2016 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation) (Commissi

May 2, 2016 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports First Quarter Financial Results Company Reiterates Earnings Outlook for Full Year 2016

Exhibit Bravo Brio Restaurant Group, Inc. Reports First Quarter Financial Results Company Reiterates Earnings Outlook for Full Year 2016 Columbus, Ohio - May 2, 2016 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the thirteen week perio

March 21, 2016 DEF 14A

Bravo Brio Restaurant Group DEFINITIVE PROXY STATEMENT

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ De

February 29, 2016 EX-21.1

Subsidiaries of Bravo Brio Restaurant Group, Inc. Entity Jurisdiction Brio Tuscan Grille of Maryland, Inc. MD Cherry Hill Two, LLC NJ Bravo Development of Kansas, Inc. KS Brio Tuscan Grille of Baltimore, LLC MD Brio Tuscan Grille of Bethesda, LLC MD

Exhibit 21.1 Subsidiaries of Bravo Brio Restaurant Group, Inc. Entity Jurisdiction Brio Tuscan Grille of Maryland, Inc. MD Cherry Hill Two, LLC NJ Bravo Development of Kansas, Inc. KS Brio Tuscan Grille of Baltimore, LLC MD Brio Tuscan Grille of Bethesda, LLC MD Brio Marlton, LLC DE Brio Tuscan Grille of Cherokee, LLC DE

February 29, 2016 EX-12.1

BRAVO BRIO RESTAURANT GROUP, INC.

Exhibit 12.1 BRAVO BRIO RESTAURANT GROUP, INC. EARNINGS TO FIXED CHARGES (in thousands, except ratios) Year-ended December 27, December 28, December 29, December 30, December 25, Computation of Earnings: 2015 2014 2013 2012 2011 Net income (loss) before income taxes $ 1,716 $ 14,105 $ 7,275 $ 21,800 $ 19,756 Add Gross Interest Expense 1,399 651 767 977 1,336 Capitalized Interest — — — — — 40% of M

February 29, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 bbrg-2015x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 27, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34

February 23, 2016 8-K

Bravo Brio Restaurant Group Form 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2016 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation)

February 23, 2016 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2015 Financial Results; Company Provides Full Year 2016 Outlook

Exhibit Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2015 Financial Results; Company Provides Full Year 2016 Outlook Columbus, Ohio - February 23, 2016 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company), owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the 13 and 5

February 5, 2016 SC 13G

BBRG / Bravo Brio Restaurant Group, Inc. / HEARTLAND ADVISORS INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

January 6, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints James J.

January 6, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints James J.

January 6, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints James J.

January 6, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints James J.

January 6, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints James J.

January 6, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints James J.

January 6, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints James J.

January 6, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints James J.

November 6, 2015 EX-31.B

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

November 6, 2015 EX-32.A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended September 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Saed Mohseni, Ch

November 6, 2015 EX-31.A

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Saed Mohseni, certify that: 1.

November 6, 2015 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BR

November 6, 2015 10-Q

Bravo Brio Restaurant Group Form 10-Q (Quarterly Report)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BR

November 5, 2015 8-K

Bravo Brio Restaurant Group Form 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 5, 2015 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation)

November 5, 2015 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Announces $15 Million Share Repurchase Program

Exhibit Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Announces $15 Million Share Repurchase Program Columbus, Ohio - November 5, 2015 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the thirteen and thirty-ni

November 5, 2015 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Announces $15 Million Share Repurchase Program

EX-99.1 2 ex991q32015pressrelease.htm PRESS RELEASE Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Announces $15 Million Share Repurchase Program Columbus, Ohio - November 5, 2015 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported fina

November 5, 2015 EX-99.2

Bravo Brio Restaurant Group, Inc. Announces Officer Succession Plan Brian O'Malley to Succeed Saed Mohseni Beginning in Fiscal 2016

Exhibit Bravo Brio Restaurant Group, Inc. Announces Officer Succession Plan Brian O'Malley to Succeed Saed Mohseni Beginning in Fiscal 2016 Columbus, Ohio - November 5, 2015 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today announced the appointment of Brian O'Malley as

November 5, 2015 EX-99.2

Bravo Brio Restaurant Group, Inc. Announces Officer Succession Plan Brian O'Malley to Succeed Saed Mohseni Beginning in Fiscal 2016

Bravo Brio Restaurant Group, Inc. Announces Officer Succession Plan Brian O'Malley to Succeed Saed Mohseni Beginning in Fiscal 2016 Columbus, Ohio - November 5, 2015 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today announced the appointment of Brian O'Malley as Chief E

November 5, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q320158-k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 5, 2015 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other

July 29, 2015 EX-31.B

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

July 29, 2015 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BRAVO B

July 29, 2015 EX-32.A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended June 28, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Saed Mohseni, Chief E

July 29, 2015 EX-31.A

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Saed Mohseni, certify that: 1.

July 28, 2015 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Second Quarter Financial Results Company Raises Full Year 2015 Outlook

EX 99.1 Q2 2015 Press Release Bravo Brio Restaurant Group, Inc. Reports Second Quarter Financial Results Company Raises Full Year 2015 Outlook Columbus, Ohio - July 28, 2015 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the thirteen an

July 28, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 28, 2015 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation) (Commis

May 6, 2015 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 a2015annualmeetingresults.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 5, 2015 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 341,566,328 (Sta

May 4, 2015 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports First Quarter Financial Results Company Raises Full Year 2015 Outlook

Bravo Brio Restaurant Group, Inc. Reports First Quarter Financial Results Company Raises Full Year 2015 Outlook Columbus, Ohio - May 4, 2015 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the thirteen week period ended March 29, 2015 .

May 4, 2015 EX-31.(B)

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

May 4, 2015 EX-31.(A)

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Saed Mohseni, certify that: 1.

May 4, 2015 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BRAVO

May 4, 2015 EX-32.(A)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended March 29, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Saed Mohseni, Presid

May 4, 2015 8-K

Bravo Brio Restaurant Group CURRENT REPORT (Current Report/Significant Event)

Q1 2015 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2015 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporatio

March 13, 2015 DEF 14A

Bravo Brio Restaurant Group DEFINITIVE PROXY STATEMENT

2015 Proxy UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ

March 6, 2015 EX-12.1

BRAVO BRIO RESTAURANT GROUP, INC.

Exhibit 12.1 BRAVO BRIO RESTAURANT GROUP, INC. EARNINGS TO FIXED CHARGES (in thousands, except ratios) Year-ended December 28, December 29, December 30, December 25, December 26, Computation of Earnings: 2014 2013 2012 2011 2010 Net income (loss) before income taxes $ 14,105 $ 7,275 $ 21,800 $ 19,756 $ (1,002 ) Add Gross Interest Expense 651 767 977 1,336 6,131 Capitalized Interest ? ? ? ? (70 ) 4

March 6, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 bbrg-2014x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34

March 6, 2015 EX-21.1

Subsidiaries of Bravo Brio Restaurant Group, Inc. Entity Jurisdiction Brio Tuscan Grille of Maryland, Inc. MD Cherry Hill Two, LLC NJ Bravo Development of Kansas, Inc. KS Brio Tuscan Grille of Baltimore, LLC MD Brio Tuscan Grille of Bethesda, LLC MD

Exhibit 21.1 Subsidiaries of Bravo Brio Restaurant Group, Inc. Entity Jurisdiction Brio Tuscan Grille of Maryland, Inc. MD Cherry Hill Two, LLC NJ Bravo Development of Kansas, Inc. KS Brio Tuscan Grille of Baltimore, LLC MD Brio Tuscan Grille of Bethesda, LLC MD Brio Marlton, LLC DE Brio Tuscan Grille of Cherokee, LLC DE

March 5, 2015 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / RED MOUNTAIN CAPITAL PARTNERS LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* BRAVO BRIO RESTAURANT GROUP, INC. (Name of Issuer) Common Shares, no par value per share (Title of Class of Securities) 10567B109 (CUSIP Number) Red Mountain Capital Partners LLC Attn: Willem Mesdag 10100 Santa Monica Boulevard, Suite 925 Los An

February 24, 2015 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2014 Financial Results; Company Provides Full Year 2015 Outlook

Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2014 Financial Results; Company Provides Full Year 2015 Outlook Columbus, Ohio - February 24, 2015 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company), owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the 13 and 52 week p

February 24, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 24, 2015 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation) (Co

December 19, 2014 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / RED MOUNTAIN CAPITAL PARTNERS LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* BRAVO BRIO RESTAURANT GROUP, INC. (Name of Issuer) Common Shares, no par value per share (Title of Class of Securities) 10567B109 (CUSIP Number) Red Mountain Capital Partners LLC Attn: Willem Mesdag 10100 Santa Monica Boulevard, Suite 925 Los An

December 17, 2014 SC TO-I/A

BBRG / Bravo Brio Restaurant Group, Inc. SC TO-I/A - - SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No.2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Bravo Brio Restaurant Group, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Shares, no par value per share (Title of Class of Securities) 10567B109 (CUSIP Number of Class of

December 17, 2014 EX-99.12(A)(5)(E)

Bravo Brio Restaurant Group, Inc. Announces the Final Results of Modified “Dutch Auction” Tender Offer for its Common Shares

EX-99.12(A)(5)(E) 2 ex9912a5epressreleasex121.htm EXHIBIT Bravo Brio Restaurant Group, Inc. Announces the Final Results of Modified “Dutch Auction” Tender Offer for its Common Shares Columbus, Ohio - December 17, 2014 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the “Company” or “BBRG”) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concep

December 11, 2014 SC TO-I/A

BBRG / Bravo Brio Restaurant Group, Inc. SC TO-I/A - - SC TO-I/A

SC TO-I/A 1 scto-ia121114.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No.1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Bravo Brio Restaurant Group, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Shares, no par value per share (Title of Class of Securiti

December 11, 2014 EX-99.12(A)(5)(D)

Bravo Brio Restaurant Group, Inc. Announces the Preliminary Results of Modified “Dutch Auction” Tender Offer for its Common Shares

Bravo Brio Restaurant Group, Inc. Announces the Preliminary Results of Modified “Dutch Auction” Tender Offer for its Common Shares Columbus, Ohio - December 11, 2014 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the “Company” or “BBRG”) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today announced the preliminary results of its m

December 10, 2014 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / Wellington Management Group LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10567B109 (CUSIP Number) November 28, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

November 12, 2014 EX-99.12(A)(1)(B)

LETTER OF TRANSMITTAL TO TENDER SHARES OF BRAVO BRIO RESTAURANT GROUP, INC. IN CONNECTION WITH ITS OFFER TO PURCHASE FOR CASH ITS COMMON SHARES FOR AN AGGREGATE PURCHASE PRICE OF NOT MORE THAN $50 MILLION AT A PER SHARE PURCHASE PRICE NOT LESS THAN $

LETTER OF TRANSMITTAL TO TENDER SHARES OF BRAVO BRIO RESTAURANT GROUP, INC. IN CONNECTION WITH ITS OFFER TO PURCHASE FOR CASH ITS COMMON SHARES FOR AN AGGREGATE PURCHASE PRICE OF NOT MORE THAN $50 MILLION AT A PER SHARE PURCHASE PRICE NOT LESS THAN $12.50 PER SHARE NOR GREATER THAN $14.50 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE

November 12, 2014 EX-99.1

Bravo Brio Restaurant Group, Inc. Announces the Commencement of a $50 Million Modified “Dutch Auction” Tender Offer for its Common Shares

Bravo Brio Restaurant Group, Inc. Announces the Commencement of a $50 Million Modified “Dutch Auction” Tender Offer for its Common Shares Columbus, Ohio - November 12, 2014 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the “Company” or “BBRG”) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, announced the commencement today of a mod

November 12, 2014 EX-99.12(A)(1)(E)

BRAVO BRIO RESTAURANT GROUP, INC. Offer to Purchase for Cash Its Common Shares for an Aggregate Purchase Price of Not More Than $50 Million at a Per Share Purchase Price Not Less Than $12.50 Per Share Nor Greater Than $14.50 Per Share THE OFFER AND W

BRAVO BRIO RESTAURANT GROUP, INC. Offer to Purchase for Cash Its Common Shares for an Aggregate Purchase Price of Not More Than $50 Million at a Per Share Purchase Price Not Less Than $12.50 Per Share Nor Greater Than $14.50 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY OF DECEMBER 10, 2014, UNLESS THE OFFER IS EXTENDED OR TERMIN

November 12, 2014 SC TO-I

BBRG / Bravo Brio Restaurant Group, Inc. SC TO-I - - SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Bravo Brio Restaurant Group, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Shares, no par value per share (Title of Class of Securities) 10567B109 (CUSIP Number of Class of Securities) James

November 12, 2014 EX-99.12(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) Tender of Common Shares BRAVO BRIO RESTAURANT GROUP, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY OF DECEMBER 10,

EX-99.12(A)(1)(C) 4 bbrgex-9912a1cnoticeofgua.htm EXHIBIT NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Common Shares of BRAVO BRIO RESTAURANT GROUP, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY OF DECEMBER 10, 2014, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, T

November 12, 2014 EX-99.12(B)

Credit Agreement, dated as of November 5, 2014, by and among Bravo Brio Restaurant Group, Inc., as borrower, the domestic subsidiaries of the borrower, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, KeyBank National Association as documentation agent, and Wells Fargo Securities, LLC, Keybanc Capital Markets, Inc. and Merril Lynch, Pierce, Fenner & Smith, Inc., as co-lead arrangers and joint book managers (incorporated by reference from Exhibit 99.12(b) to the Company's Schedule TO filed with the Securities and Exchange Commission on November 12, 2014).

EX-99.12(B) 7 bbrgex-9912b2014creditagr.htm EXHIBIT CUSIP NUMBER: 10566VAD8 $100,000,000 CREDIT AGREEMENT among BRAVO BRIO RESTAURANT GROUP, INC. as Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Dated as of November 5, 2014 BANK OF AMERICA, N.A. as

November 12, 2014 SC TO-C

BBRG / Bravo Brio Restaurant Group, Inc. SC TO-C - - SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Bravo Brio Restaurant Group, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Shares, no par value per share (Title of Class of Securities) 10567B109 (CUSIP Number of Class of Securities) James

November 12, 2014 EX-99.12(A)(1)(A)

BRAVO BRIO RESTAURANT GROUP, INC. Offer to Purchase for Cash Its Common Shares for an Aggregate Purchase Price of Not More Than $50 Million at a Per Share Purchase Price Not Less Than $12.50 Per Share Nor Greater Than $14.50 Per Share THE OFFER AND W

BRAVO BRIO RESTAURANT GROUP, INC. Offer to Purchase for Cash Its Common Shares for an Aggregate Purchase Price of Not More Than $50 Million at a Per Share Purchase Price Not Less Than $12.50 Per Share Nor Greater Than $14.50 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY OF DECEMBER 10, 2014, UNLESS THE OFFER IS EXTENDED OR TERMIN

November 12, 2014 EX-99.12(A)(1)(D)

BRAVO BRIO RESTAURANT GROUP, INC. Offer to Purchase for Cash Its Common Shares for an Aggregate Purchase Price of Not More Than $50 Million at a Per Share Purchase Price Not Less Than $12.50 Per Share Nor Greater Than $14.50 Per Share THE OFFER AND W

BRAVO BRIO RESTAURANT GROUP, INC. Offer to Purchase for Cash Its Common Shares for an Aggregate Purchase Price of Not More Than $50 Million at a Per Share Purchase Price Not Less Than $12.50 Per Share Nor Greater Than $14.50 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY OF DECEMBER 10, 2014, UNLESS THE OFFER IS EXTENDED OR TERMIN

November 7, 2014 SC TO-C

BBRG / Bravo Brio Restaurant Group, Inc. SC TO-C - - SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Bravo Brio Restaurant Group, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Shares, no par value per share (Title of Class of Securities) 10567B109 (CUSIP Number of Class of Securities) James

November 7, 2014 EX-31.B

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

November 7, 2014 EX-99.1

PART I FINANCIAL INFORMATION

Exhibit 99.1 Disclosure regarding tender offer from Form 10-Q of Bravo Brio Restaurant Group, Inc. PART I FINANCIAL INFORMATION Item 1. Financial Statements 7. SUBSEQUENT EVENTS On November 5, 2014, the Company entered into the 2014 Credit Agreement with a syndicate of financial institutions. The 2014 Credit Agreement provides for a revolving credit facility under which the Company may borrow up t

November 7, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BR

November 7, 2014 EX-31.A

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Saed Mohseni, certify that: 1.

November 7, 2014 EX-32.A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended September 28, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Saed Mohseni, Pr

November 6, 2014 SC TO-C

BBRG / Bravo Brio Restaurant Group, Inc. SC TO-C - - SC TO-C

SC TO-C 1 bbrgscto-cx1162014.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Bravo Brio Restaurant Group, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Shares, no par value per share (Title of Class of Securities) 10567B109 (C

November 6, 2014 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 5, 2014 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation) (Com

November 6, 2014 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Company Updates Full Year 2014 Outlook; Provides Development Guidance for 2015 Expects to Commence $50 Million Modified “Dutch Auction” Tender Offer Secures New Five-Year $100

EX-99.1 2 ex991q32014pressrelease.htm EXHIBIT Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Company Updates Full Year 2014 Outlook; Provides Development Guidance for 2015 Expects to Commence $50 Million Modified “Dutch Auction” Tender Offer Secures New Five-Year $100 Million Senior Secured Credit Facility Columbus, Ohio - November 6, 2014 - Bravo Brio Restaurant Group,

November 6, 2014 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Company Updates Full Year 2014 Outlook; Provides Development Guidance for 2015 Expects to Commence $50 Million Modified “Dutch Auction” Tender Offer Secures New Five-Year $100

Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results Company Updates Full Year 2014 Outlook; Provides Development Guidance for 2015 Expects to Commence $50 Million Modified “Dutch Auction” Tender Offer Secures New Five-Year $100 Million Senior Secured Credit Facility Columbus, Ohio - November 6, 2014 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and op

September 2, 2014 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

September 2, 2014 EX-4

POWER OF ATTORNEY

EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

September 2, 2014 EX-1

REPORTABLE TRANSACTIONS

EXHIBIT 1 REPORTABLE TRANSACTIONS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

September 2, 2014 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

September 2, 2014 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO. 5) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities)

August 28, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 27, 2014 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation) (Comm

August 28, 2014 EX-99.1

Bravo Brio Restaurant Group, Inc. Promotes Chief Operating Officer Brian O'Malley to President

EX-99.1 2 ex991bbrgpressreleasex828.htm ANNOUNCEMENT DATED AUGUST 28, 2014 Bravo Brio Restaurant Group, Inc. Promotes Chief Operating Officer Brian O'Malley to President Columbus, Ohio - August 28, 2014 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the “Company” or “BBRG”) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today annou

August 1, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BRAVO B

August 1, 2014 EX-31.B

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

August 1, 2014 EX-32.A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended June 29, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Saed Mohseni, Preside

August 1, 2014 EX-31.A

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Saed Mohseni, certify that: 1.

July 31, 2014 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Second Quarter Financial Results Company Updates Full Year 2014 Outlook

Bravo Brio Restaurant Group, Inc. Reports Second Quarter Financial Results Company Updates Full Year 2014 Outlook Columbus, Ohio - July 31, 2014 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the thirteen and twenty-six week periods end

July 31, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 31, 2014 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation) (Commis

May 14, 2014 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

May 14, 2014 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO. 4) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities)

May 14, 2014 EX-4

POWER OF ATTORNEY

EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

May 14, 2014 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

May 14, 2014 EX-1

REPORTABLE TRANSACTIONS

EXHIBIT 1 REPORTABLE TRANSACTIONS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since those reported in Amendment No.

May 9, 2014 8-K

Submission of Matters to a Vote of Security Holders - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 7, 2014 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 341,566,328 (State or other jurisdiction (Commission (I.R.S. Employ

April 30, 2014 EX-31.B

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James J.

April 30, 2014 EX-31.A

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Saed Mohseni, certify that: 1.

April 30, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BRAVO

April 30, 2014 EX-32.A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bravo Brio Restaurant Group, Inc. (the “Company”) on Form 10-Q for the period ended March 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Saed Mohseni, Presid

April 29, 2014 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports First Quarter Financial Results Company Reiterates Full Year 2014 Outlook

Bravo Brio Restaurant Group, Inc. Reports First Quarter Financial Results Company Reiterates Full Year 2014 Outlook Columbus, Ohio - April 29, 2014 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the 13 week period ended March 30, 2014.

April 29, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q120148-k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 29, 2014 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other ju

April 10, 2014 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10567B109 (CUSIP Number) March 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

March 31, 2014 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

March 31, 2014 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

March 31, 2014 EX-4

POWER OF ATTORNEY

EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

March 31, 2014 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

March 31, 2014 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO. 3) Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 10567B109 (CUS

March 18, 2014 DEF 14A

- DEFINITIVE PROXY STATEMENT

DEF 14A 1 a2014proxy.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

March 10, 2014 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / Wellington Management Group LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10567B109 (CUSIP Number) February 28, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

March 3, 2014 EX-12.1

BRAVO BRIO RESTAURANT GROUP, INC.

Exhibit 12.1 BRAVO BRIO RESTAURANT GROUP, INC. EARNINGS TO FIXED CHARGES (in thousands, except ratios) Year-ended December 29, December 30, December 25, December 26, December 27, Computation of Earnings: 2013 2012 2011 2010 2009 Net income (loss) before income taxes $ 7,275 $ 21,800 $ 19,756 $ (1,002 ) $ 3,536 Add Gross Interest Expense 767 977 1,336 6,131 7,573 Capitalized Interest — — — (70 ) (4

March 3, 2014 EX-21.1

Subsidiaries of Bravo Brio Restaurant Group, Inc. Entity Jurisdiction Brio Tuscan Grille of Maryland, Inc. MD Cherry Hill Two, LLC NJ Bravo Development of Kansas, Inc. KS Brio Tuscan Grille of Baltimore, LLC MD Brio Tuscan Grille of Bethesda, LLC MD

Exhibit 21.1 Subsidiaries of Bravo Brio Restaurant Group, Inc. Entity Jurisdiction Brio Tuscan Grille of Maryland, Inc. MD Cherry Hill Two, LLC NJ Bravo Development of Kansas, Inc. KS Brio Tuscan Grille of Baltimore, LLC MD Brio Tuscan Grille of Bethesda, LLC MD Brio Marlton, LLC DE Brio Tuscan Grille of Cherokee, LLC DE

March 3, 2014 EX-10.1

EMPLOYMENT AGREEMENT

EX-10.1 2 exhibit101.htm EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 25, 2014 (the “Effective Date”), is made by and between Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Employer”) and Saed Mohseni (“Executive”). RECITALS WHEREAS, Executive is currently employed by the Employer as its President and Chief

March 3, 2014 EX-10.11

Bravo Brio Restaurant Group, Inc. Foodservice Distribution Agreement, dated as of February 25, 2014, by and between Bravo Brio Restaurant Group, Inc. and Distribution Market Advantage, Inc. (incorporated by reference from Exhibit 10.11 to the Company’s 2013 Form 10K filed with the Securities and Exchange Commission on March 3, 2014).

EX-10.11 3 exhibit1011.htm PURCHASE AGREEMENT Exhibit 10.11 Bravo Brio Restaurant Group, Inc. Foodservice Distribution Agreement Schedule DMA: Distribution Market Advantage, Inc., 1515 Woodfield Rd., Schaumburg, IL 60173. Fax: 847-413-0089. Email: [email protected]. . Distributors: Ben E. Keith Company, 7600 Will Rodgers Blvd, Ft. Worth, TX, 76140. Fax: 817-759-6876 Email: cslewis@benekeith.

March 3, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34920 BRAVO BR

February 24, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 24, 2014 Bravo Brio Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Ohio 001-34920 34-1566328 (State or other jurisdiction of incorporation) (Co

February 24, 2014 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2013 Financial Results; Company Provides Full Year 2014 Outlook

Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2013 Financial Results; Company Provides Full Year 2014 Outlook Columbus, Ohio - February 24, 2014 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company), owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the 13 and 52 week p

February 24, 2014 EX-99.1

Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2013 Financial Results; Company Provides Full Year 2014 Outlook

Bravo Brio Restaurant Group, Inc. Reports Fourth Quarter & Full Year 2013 Financial Results; Company Provides Full Year 2014 Outlook Columbus, Ohio - February 24, 2014 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company), owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today reported financial results for the 13 and 52 week p

February 14, 2014 SC 13G/A

BBRG / Bravo Brio Restaurant Group, Inc. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10567B109 (CUSIP Number) Calendar Year 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

February 14, 2014 SC 13G

BBRG / Bravo Brio Restaurant Group, Inc. / Wellington Management Group LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

February 4, 2014 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

February 4, 2014 EX-4

POWER OF ATTORNEY

EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

February 4, 2014 EX-4

POWER OF ATTORNEY

EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

February 4, 2014 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

February 4, 2014 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

February 4, 2014 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO. 2) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities)

February 4, 2014 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

February 4, 2014 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

January 17, 2014 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

January 17, 2014 EX-4

POWER OF ATTORNEY

EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

January 17, 2014 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

January 17, 2014 EX-4

POWER OF ATTORNEY

EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

January 17, 2014 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

January 17, 2014 SC 13D/A

BBRG / Bravo Brio Restaurant Group, Inc. / Discovery Group I, LLC - SCHEDULE 13D (AMENDMENT NO. 1) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Bravo Brio Restaurant Group, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities)

January 17, 2014 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Amendment No.

January 17, 2014 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

January 17, 2014 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

December 5, 2013 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

December 5, 2013 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

December 5, 2013 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.

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