FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Brentwood Private Equity IV, LLC   2. Issuer Name and Ticker or Trading Symbol Zoe's Kitchen, Inc. [ZOES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11150 SANTA MONICA BLVD, SUITE 1200 3. Date of Earliest Transaction (Month/Day/Year) 04/14/2014 (Street) LOS ANGELES, CA 90025 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/14/2014   J(1)   8,703,317 A $ 0 8,703,317 I See Footnotes (2) (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brentwood Private Equity IV, LLC 11150 SANTA MONICA BLVD SUITE 1200 LOS ANGELES, CA 90025		X
Brentwood Private Equity IV, L.P. 11150 SANTA MONICA BLVD SUITE 1200 LOS ANGELES, CA 90025		X
Brentwood Associates Private Equity IV LP 11150 SANTA MONICA BLVD STE 1200 LOS ANGELES, CA 90025		X
Aggarwal Rahul C/O ZOE'S KICHEN INC. 5700 GRANITE PKWY GRANITE PARK BLDG #2, SUITE 455 PLANO, TX 75024	X	X
BARNUM WILLIAM M JR ZI 1677 AMALFI DR PACIFIC PALISADES, CA 90272	X	X
Choe Anthony C/O ZOE'S KITCHEN INC. 5700 GRANITE PKWY GRANITE PARK BLDG #2, SUITE 455 PLANO, TX 75024	X	X

Signatures

/s/ Anthony Choe as Attorney-in-Fact for Brentwood Private Equity IV, LLC		04/15/2014
**Signature of Reporting Person		Date
/s/ Anthony Choe as Attorney-in-Fact for Brentwood Private Equity IV, L.P.		04/15/2014
**Signature of Reporting Person		Date
/s/ Anthony Choe as Attorney-in-Fact for Brentwood Associates Private Equity IV, L.P.		04/15/2014
**Signature of Reporting Person		Date
/s/ Anthony Choe as Attorney-in-Fact for Rahul Aggarwal		04/15/2014
**Signature of Reporting Person		Date
/s/ Anthony Choe as Attorney-in-Fact for William Barnum, Jr.		04/15/2014
**Signature of Reporting Person		Date
/s/ Anthony Choe		04/15/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Zoe's Investors, LLC has ceased to hold any common stock as a result of the distribution of all common stock held by Zoe's Investors, LLC to its members (including Brentwood Associates Private Equity IV, L.P.) in accordance with the units held by each member and pursuant to the terms of Zoe's Investors, LLC's Limited Liability Company Agreement, as amended. Brentwood Associates Private Equity IV, L.P., Brentwood Private Equity IV, L.P. and Brentwood Private Equity IV, LLC no longer have any beneficial interest in the shares held by Zoe's Investors, LLC prior to the distribution.
(2)	In addition to Brentwood Associates Private Equity IV, L.P., this Form 4 is being filed jointly by Brentwood Private Equity IV, L.P., Brentwood Private Equity IV, LLC, Anthony Choe, William Barnum Jr. and Rahul Aggarwal.
(3)	Brentwood Associates Private Equity IV, L.P. had received pursuant to the distribution described in footnote (2) 8,703,317 shares, and now owns these shares directly. Brentwood Associates Private Equity IV, L.P. is controlled by its general partner, Brentwood Private Equity IV, L.P., which is in turn controlled by its general partner, Brentwood Private Equity IV, LLC, which is in turn controlled by its five managing members, namely William Barnum, Jr., Anthony Choe, Roger Goddu, Steven W. Moore and Eric G. Reiter. No individual holds a majority of the voting power in either of the general partners.

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