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 * FLETCHER FRANK BARRON III   2. Issuer Name and Ticker or Trading Symbol Teavana Holdings Inc [TEA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TEAVANA HOLDINGS, INC., 3630 PEACHTREE ROAD NE, SUITE 1480 3. Date of Earliest Transaction (Month/Day/Year) 08/02/2011 (Street) ATLANTA, GA 30326 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 Series A Redeemable Participating Preferred Stock 08/02/2011   J(1)   10,683,333 D $ 1 0 I (2) Held by Limited Liability Company Common Stock 08/02/2011   C   9,005,217 A (3) 9,005,217 I (2) Held by Limited Liability Company Common Stock 08/02/2011   S   1,928,201 D $ 17 7,077,016 I (2) Held by Limited Liability Company Common Stock 08/02/2011   J(4)   154,544 D $ 0 6,922,472 I (2) Held by Limited Liability Company

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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

Class B Redeemable Common Stock

(3)

08/02/2011

C

2,431,909

(3)

(3)

Common Stock

9,005,217

$ 0

0

I (2)

Held by Limited Liability Company

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FLETCHER FRANK BARRON III C/O TEAVANA HOLDINGS, INC. 3630 PEACHTREE ROAD NE, SUITE 1480 ATLANTA, GA 30326	X	X

Signatures

/s/ Daniel P. Glennon as attorney-in-fact for F. Barron Fletcher III		08/04/2011
**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)	The reported securities were called for redemption by the issuer at a price equal to $1.00 per share.
(2)	SKM Partners, LLC is the general partner of SKM Equity Fund III, L.P., the managing member of Teavana Investment LLC, and possesses voting and dispositive power over the shares of Series A Redeemable Participating Preferred Stock and common stock held by Teavana Investment LLC. SKM Partners, LLC disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. F. Barron Fletcher III is the person authorized by SKM Partners, LLC to have voting and dispositive power with respect to such shares held by Teavana Investment LLC. Mr. Fletcher disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therin.
(3)	Each share of Class B common stock was converted into common stock on a one-for-3.70294176910785 basis and had no expiration date.
(4)	Represents an in-kind distribution of 154,544 shares of common stock on behalf of its members.

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