with a copy to:
Brian P. Friedman	Melvin Epstein, Esq.
Jefferies Capital Partners LLC	Stroock & Stroock & Lavan LLP
520 Madison Avenue, 10th Floor	180 Maiden Lane
New York, New York 10022	New York, New York 10038
(212) 284-1700	(212) 806-5864

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 20, 2013

(Date of Event which Requires Filing of this Statement)

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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(1) On June 20, 2013, (i) Jefferies Capital Partners IV L.P., a Delaware limited partnership (“Jefferies Capital Partners IV”), distributed for no consideration an aggregate of 2,181,795 shares of common stock, par value $0.01 per share, of Fiesta Restaurant Group, Inc., a Delaware corporation (the “Company”) (“Common Stock”), to its partners in accordance with its partnership agreement, (ii) JCP Partners IV LLC, a Delaware limited liability company (“JCP Partners”), distributed for no consideration an aggregate of 102,390 shares of Common Stock to its members in accordance with its limited liability company agreement, (iii) JCP IV LLC, a Delaware limited liability company (“General Partner”), distributed for no consideration an aggregate of 54,277 shares of Common Stock, which was received by it as part of the distributions from Jefferies Capital Partners IV and JCP Partners described above, to its members in accordance with its limited liability company agreement and (iv) Jefferies Capital Partners LLC, a Delaware limited liability company (“Manager”), distributed for no consideration an aggregate of eight shares of Common Stock, which was received by it as part of the distribution from General Partner described above, to its members in accordance with its limited liability company agreement (collectively, the “Distribution”).  After giving effect to the Distribution, Jefferies Capital Partners IV beneficially owned 618,075 shares of Common Stock.  On June 21, 2013, Jefferies Capital Partners IV sold 21,622 shares of Common Stock on the open market, at a price per share of $35.87.  On June 25, 2013, Jefferies Capital Partners IV sold 16,318 shares of Common Stock on the open market, at a price per share of $34.23.  On June 26, 2013, Jefferies Capital Partners IV sold 31,112 shares of Common Stock on the open market, at a price per share of $34.31.  On June 27, 2013, Jefferies Capital Partners IV sold 17,283 shares of Common Stock on the open market, at a price per share of $33.95.  Finally, on June 28, 2013, Jefferies Capital Partners IV sold 591 shares of Common Stock on the open market, at a price per share of $34.77.  After giving effect to the Distribution and the shares sold through and including June 28, 2013, Jefferies Capital Partners IV beneficially owns 531,149 shares of Common Stock.   (2) Based on 23,638,746 shares of Common Stock outstanding as of May 7, 2013, as represented in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

(1) Brian P. Friedman (“Mr. Friedman”) is a member of the Company’s board of directors. On June 8, 2012, the Company granted Mr. Friedman a restricted stock award comprised of 7,868 shares of Common Stock. On June 12, 2013, the Company granted Mr. Friedman a restricted stock award of 1,415 shares of Common Stock. As part of the Distribution, Mr. Friedman also received for no consideration an aggregate of 18,419 shares of Common Stock from Jefferies Capital Partners IV, General Partner and Manager.  In addition, Mr. Friedman is the general partner of 2055 Partners L.P. (“2055 Partners”), which is a limited partner of Jefferies Capital Partners IV and a member of General Partner, and in such capacity may be deemed to beneficially own 28,668 shares of Common Stock received by 2055 Partners for no consideration from Jefferies Capital Partners IV and General Partner as part of the Distribution.   (2) After giving effect to the Distribution and the sales of Common Stock by Jefferies Capital Partners IV and Jefferies Employee Partners through and including June 28, 2013, (a) Jefferies Capital Partners IV is the beneficial owner of 531,149 shares of Common Stock, (b) Jefferies Employee Partners is the beneficial owner of 277,126 shares of Common Stock and (c) JCP Partners no longer beneficially owns any shares of Common Stock. Mr. Friedman is a managing member of Manager, which is the manager of Jefferies Capital Partners and the managing member of General Partner.   (3) Based on 23,638,746 shares of Common Stock outstanding as of May 7, 2013, as represented in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

 

 

 

 

 

 

 

 

 

Capital Partners IV beneficially owned 618,075 shares of Common Stock, (b) Jefferies Employee Partners beneficially owned 322,479 shares of Common Stock and (c) JCP Partners no longer beneficially owned any shares of Common Stock.

 

 

 

 

(a)

Based upon certain representations made by the Company in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, there were 23,638,746 shares of Common Stock outstanding as of May 7, 2013. As of June 28, 2013, and after giving effect to the Distribution and the sales of Common Stock by Jefferies Capital Partners IV and Jefferies Employee Partners through and including June 28, 2013 (as described and defined in Item 4 above), (A) Jefferies Capital Partners IV beneficially owns 531,149 shares of Common Stock, or approximately 2.2% of the Common Stock deemed issued and outstanding as of that date, (B) Jefferies Employee Partners beneficially owns 277,126 shares of Common Stock, or approximately 1.2% of the Common Stock deemed issued and outstanding as of that date, (C) JCP Partners no longer beneficially owns any shares of Common Stock, (D) General Partner, as a result of its roles as general partner of Jefferies Capital Partners IV and managing member of each of Jefferies Employee Partners and JCP Partners, may be deemed to be the beneficial owner, in the aggregate, of 808,275 shares of Common Stock, or approximately 3.4% of the Common Stock deemed issued and outstanding as of that date, which number consists of (I) 531,149 shares of Common Stock, or approximately 2.2% of the Common Stock, which may be deemed to be beneficially owned by Jefferies Capital Partners IV and (II) 277,126 shares of Common Stock, or approximately 1.2% of the Common Stock, which may be deemed to be beneficially owned by Jefferies Employee Partners, (E) Manager, as a result of its roles as manager of Jefferies Capital Partners and managing member of General Partner, may be deemed to be the beneficial owner, in the aggregate, of 808,275 shares of Common Stock, or approximately 3.4% of the Common Stock deemed issued and outstanding as of that date, which number

 

 

 

 

(b)

Jefferies Capital Partners IV shares with Manager, General Partner, Mr. Friedman and Mr. Luikart the power to vote and dispose of 531,149 shares of Common Stock of which it is deemed the beneficial owner. Jefferies Employee Partners shares with Manager, General Partner, Mr. Friedman and Mr. Luikart the power to vote and dispose of 277,126 shares of Common Stock of which it is deemed the beneficial owner. Each of Manager, General Partner, Mr. Friedman and Mr. Luikart shares the power to vote 808,275 shares of Common Stock of which it may be deemed the beneficial owner. None of Jefferies Capital Partners IV, Jefferies Employee Partners, JCP Partners, General Partner, Manager, Mr. Friedman or Mr. Luikart has the sole power to vote or dispose of any shares of Common Stock of which it is or may be deemed the beneficial owner, except that Mr. Friedman has the sole power to vote or dispose of 56,370 shares of Common Stock of which he is the beneficial owner, and Mr. Luikart has the sole power to vote or dispose of 7,864 shares of Common Stock of which he is the beneficial owner.

 

(c)	Other than the transactions described in this Amendment No. 2, during the past sixty days, there were no transactions in Common Stock, or securities convertible into, exercisable for or exchangeable for Common Stock, by the Reporting Persons.

 

 

(d)	(i)	The partners of Jefferies Capital Partners IV have the right to receive dividends from, or proceeds from the sale of, all or some of the shares of Common Stock held for the account of Jefferies Capital Partners IV.
	(ii)	The members of Jefferies Employee Partners and JCP Partners have the right to receive dividends from, or proceeds from the sale of, all or some of the shares of Common Stock held for the account of Jefferies Employee Partners and JCP Partners, as the case may be.
	(iii)	The members of Manager and General Partner have the right to receive dividends from, or proceeds from the sale of, all or some of the shares of Common Stock held for the account of Jefferies Capital Partners.

 

 

 

 

(e)	The Reporting Persons ceased to be the owners of more than five percent (5%) of the outstanding shares of Common Stock on June 20, 2013.

 

 

Exhibit Number	Description
1	Joint Filing Agreement between Jefferies Capital Partners IV L.P., Jefferies Employee Partners IV LLC, JCP Partners IV LLC, JCP IV LLC, Jefferies Capital Partners LLC, Brian P. Friedman and James L. Luikart