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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Newman Eric McGrew

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/7/2015 

3. Issuer Name and Ticker or Trading Symbol

Bojangles', Inc. [BOJA]

(Last)        (First)        (Middle)

C/O BOJANGLES', INC., 9432 SOUTHERN PINE BOULEVARD

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Exec. VP, Secy & Gnl Csl. /

(Street)

CHARLOTTE, NC 27273       

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

 

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

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock     (1)   (1) Common Stock   15723     (1) I   See Footnote   (5)
Stock Option (right to buy)     (3) 4/17/2022   Common Stock   179519   $2.03   (2) D  
 
Stock Option (right to buy)     (4) 4/17/2022   Common Stock   277177   (2) $2.03   (2) D  
 

Explanation of Responses:
( 1)  The Series A Preferred Stock will be automatically converted into Common Stock without payment of further consideration upon the closing of the issuer's initial public offering and has no expiration date. Number of shares has been adjusted to reflect the conversion rate, as adjusted by the Issuer's 359.03843-for-1 common stock split (subject to rounding to eliminate any fractional shares) which will be effected prior to the closing of the Issuer's initial public offering.
( 2)  Exercise price and number of shares/awards has been adjusted to reflect the Issuer's 359.03843-for-1 common stock split which will be effected prior to the closing of the Issuer's initial public offering.
( 3)  Time based stock options vest as follows: 25% on the one year anniversary of 8/18/2011 (8/18/12) and 6.25% each quarter thereafter with 8/18/15 as final vesting date.
( 4)  Performance based stock options vest as follows: 16.7% on the date the advent holders receive net cash proceeds greater than 2 times but less than 2.5 times the Aggregate Advent Investment Amount (as defined in the award agreement), 50% vests on the date the net cash proceeds are 2.5 to 3 times greater, 83.3% vests on the date the net cash proceeds are 3 to 3.5 times greater and 100% vests on the date the net cash proceeds are 3.5 times greater than the Aggregate Advent Investment Amount.
( 5)  The securities are held of record by Silver Sun Properties, LLC. Eric M. Newman is the manager and majority equityholder of Silver Sun Properties, LLC and accordingly has beneficial ownership of the shares held directly by Silver Sun Properties, LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Newman Eric McGrew
C/O BOJANGLES', INC.
9432 SOUTHERN PINE BOULEVARD
CHARLOTTE, NC 27273

Exec. VP, Secy & Gnl Csl.

Signatures
Eric M. Newman 5/7/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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