TEA / Teavana Holdings Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

TEA / Teavana Holdings Inc / AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Teavana (Name of Issuer) Common Stock (Title of Class of Securities) 87819P102 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

TEA / Teavana Holdings Inc / TCW GROUP INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Teavana Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 87819P102 (CUSIP Number) 12/31/2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

TEA / Teavana Holdings Inc / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Teavana (Name of Issuer) Common Stock (Title of Class of Securities) 87819P102 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

TEA / Teavana Holdings Inc / SKM EQUITY FUND III L P - SCHEDULE 13G/A AMENDMENT NO. 1 FOR TEAVANA HOLDINGS, INC. - SKM EQUITY FUND III Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Teavana Holdings, Inc. (Name of Issuer) Common Stock, $0.00003 par value (Title of Class of Securities) 87819P102 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

- CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

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 001-35248 TEAVANA HOLDINGS, INC. (Exact name of registrant as specified in i

TEA / Teavana Holdings Inc / PRESIDENT & FELLOWS OF HARVARD COLLEGE - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 d461307dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Teavana Holdings, Inc. (Name of Issuer) Common Stock, par value $0.00003 per share (Title of Class of Securities) 87819P102 (CUSIP Number) Kathryn I. Murtagh Harvard Management Company, Inc. 600 Atlantic Avenu

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 14, 2013, pursuant to the provisions of Rule 12d2-2 (a).

Starbucks Closes Teavana Acquisition

EX-99.1 4 ex99-1.htm PRESS RELEASE Exhibit 99.1 Media Contact: Lisa Passé +1-206-318-7100 [email protected] Investor Relations Contacts: JoAnn DeGrande/Greg Smith +1-206-318-7118 [email protected] Starbucks Closes Teavana Acquisition SEATTLE AND ATLANTA, Dec. 31, 2012 –Starbucks Coffee Company (NASDAQ:SBUX) today announced that the company’s planned acquisition of Teavana Holdings,

AMENDED AND RESTATED TEAVANA HOLDINGS, INC. ARTICLE I MEETINGS OF STOCKHOLDERS; STOCKHOLDERS’ CONSENT IN LIEU OF MEETING

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF TEAVANA HOLDINGS, INC. ARTICLE I MEETINGS OF STOCKHOLDERS; STOCKHOLDERS’ CONSENT IN LIEU OF MEETING SECTION 1.01. Annual Meeting. The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the

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 - 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): 12/31/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on December 31, 2012 Registration No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TEAVANA HOLDINGS, INC. ARTICLE I

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TEAVANA HOLDINGS, INC. ARTICLE I The name of the corporation (hereinafter called the “Corporation”) is Teavana Holdings, Inc. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, County of New Castle, Wilmington, Delaware 19808. The name of the registered agent at

Other Events - FORM 8-K

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): 12/14/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of

Teavana Holdings, Inc. Announces Third Quarter Fiscal 2012 Financial Results

EX-99 2 rrd35997438920.htm PRESS RELEASE DATED DECEMBER 10, 2012 ENTITLED, "TEAVANA HOLDINGS, INC. ANNOUNCES THIRD QUARTER FISCAL 2012 FINANCIAL RESULTS" Teavana Holdings, Inc. Announces Third Quarter Fiscal 2012 Financial Results Atlanta, Georgia - December 10, 2012 - Teavana Holdings, Inc. (NYSE: TEA) today announced financial results for the third quarter fiscal 2012 period ended October 28, 20

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition - EARNINGS RELEASE FOR Q3

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): 12/10/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

- DEFM14C

DEFM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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SEC CORRESPONDENCE DLA Piper LLP (US) 6225 Smith Avenue Baltimore, Maryland 21209-3600 T 410.

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DLA Piper LLP (US) 6225 Smith Avenue Baltimore, Maryland 21209-3600 T 410.580.3000 F 410.580.3001 W www.dlapiper.com R.W. Smith, Jr. [email protected] T 410.580.4266 F 410.580.3266 December 5, 2012 via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dietrich A. King Re: Teavana Holdings, Inc. Schedule 14C Filed

- PRER14C

PRER14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TEA / Teavana Holdings Inc / PRESIDENT & FELLOWS OF HARVARD COLLEGE - SCHEDULE 13D Activist Investment

Schedule 13D Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Teavana Holdings, Inc. (Name of Issuer) Common Stock, par value $0.00003 per share (Title of Class of Securities) 87819P102 (CUSIP Number) Kathryn I. Murtagh Harvard Management Company, Inc. 600 Atlantic Avenue Boston, MA 02210 (617) 523-4400 (Name, Addres

- PREM14C

PREM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Starbucks Announces Agreement to Acquire Teavana to Globally Transform Tea Industry Starbucks planned acquisition vaults company into a leadership position of world’s second-largest beverage category, a $40 billion global market opportunity ripe for

EX-99.1 3 d440023dex991.htm EX-99.1 Exhibit 99.1 Media Contacts: Lisa Passé Starbucks +1-206-318-7100 [email protected] Alecia Pulman Teavana +1-203-682-8224 [email protected] Investor Relations Contacts: JoAnn DeGrande Starbucks +1-206-318-7118 [email protected] Farah Soi/Joseph Teklits ICR, Inc. for Teavana +1-203-682-8212 [email protected] Starbucks Announces Agr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - 8-K

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): 11/14/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of inco

AGREEMENT AND PLAN OF MERGER STARBUCKS CORPORATION TAJ ACQUISITION CORP. TEAVANA HOLDINGS, INC. Dated as of November 14, 2012 TABLE OF CONTENTS ARTICLE I The Merger Page SECTION 1.01. The Merger 1 SECTION 1.02. Closing 1 SECTION 1.03. Effective Time

EX-2.1 2 d440023dex21.htm EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER Among STARBUCKS CORPORATION TAJ ACQUISITION CORP. and TEAVANA HOLDINGS, INC. Dated as of November 14, 2012 TABLE OF CONTENTS ARTICLE I The Merger Page SECTION 1.01. The Merger 1 SECTION 1.02. Closing 1 SECTION 1.03. Effective Time of the Merger 2 SECTION 1.04. Effects of the Merger 2 SECTION 1.05. Certificate

Teavana Continues Global Expansion

EX-99 2 rrd35947538698.htm PRESS RELEASE DATED NOVEMBER 6, 2012 ENTITLED, "TEAVANA CONTINUES GLOBAL EXPANSION" Teavana Continues Global Expansion Completes opening of 300th store in North America, completes store conversions in Canada and opens first Middle East location. Atlanta, Georgia - November 6, 2012: As part of its ongoing growth and expansion strategy, Teavana is proud to announce that it

Regulation FD Disclosure, 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): 11/06/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

% of Teaopia Plan Gross Profit Q4:

EX-10.2 Exhibit 10.2 Summary: In order to further incentivize the executive officers and certain other employees to achieve a successful integration of the Teaopia Acquisition, in August 2012, the Compensation Committee and Board adopted the following Teaopia Budget 2012 Incentive Plan (the “Teaopia Plan”). The Teaopia Plan contemplates a bonus that consists of the sum of two components. The first

EMPLOYMENT AGREEMENT

EX-10.1 2 d367136dex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of September 7, 2012 (the “Effective Date”), is between David V. Christopherson (“Employee”) and Teavana Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company believes that the future growth, profitability and success of the Business of the Company

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2012 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: 001-35248 TEA

Teavana Holdings, Inc.

EX-99 4 rrd35314538402.htm PRESS RELEASE DATED SEPTEMBER 4, 2012 ENTITLED, "TEAVANA HOLDINGS, INC. ANNOUNCES SECOND QUARTER FISCAL 2012 FINANCIAL RESULTS" Teavana Holdings, Inc. Announces Second Quarter Fiscal 2012 Financial Results Atlanta, Georgia - September 4, 2012 - Teavana Holdings, Inc. (NYSE: TEA) today announced financial results for the second quarter fiscal 2012 period ended July 29, 20

Teavana Holdings, Inc. Appoints Vice President of Marketing

EX-99 2 rrd35314538395.htm PRESS RELEASE DATED SEPTEMBER 4, 2012 ENTITLED, "TEAVANA HOLDINGS, INC. APPOINTS VICE PRESIDENT OF MARKETING" Teavana Holdings, Inc. Appoints Vice President of Marketing Atlanta, Georgia - September 4, 2012 - Teavana Holdings, Inc. (NYSE: TEA) today announced the appointment of John Aylward as Vice President of Marketing, effective September 4, 2012. In this role, Mr. Ay

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - EARNINGS RELEASE FOR Q2

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): 09/04/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 06/11/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of incorp

TEAVANA HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (stated in U.S. dollars in thousands)

EX-99.2 Exhibit 99.2 TEAVANA HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (stated in U.S. dollars in thousands) On June 11, 2012, Teavana Holdings, Inc. (the “Company” or “Teavana”), through its wholly owned subsidiary Teavana Canada, Inc. (“Teavana Canada”), completed the acquisition of substantially all of the assets of Teaopia Limited (“Teaopia”), in accordance wi

TEAOPIA LIMITED REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 2 FINANCIAL STATEMENTS BALANCE SHEET 3 STATEMENT OF OPERATIONS 4 STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY 5 STATEMENT OF CASH FLOWS 6 NOTES TO THE FINANCIAL STATEMENTS 7-14 REPORT

EX-99.1 3 d401875dex991.htm EX-99.1 Exhibit 99.1 TEAOPIA LIMITED CONTENTS REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 2 FINANCIAL STATEMENTS BALANCE SHEET 3 STATEMENT OF OPERATIONS 4 STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY 5 STATEMENT OF CASH FLOWS 6 NOTES TO THE FINANCIAL STATEMENTS 7-14 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors and Stockholder of Te

AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT

EX-10 2 rrd34979038197.htm AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT, DATED AS OF JUNE 12, 2008, AMONG TEAVANA CORPORATION, ST ACQUISITION COMPANY, TEAVANA HOLDINGS, INC., TEAVANA FRANCHISING CORPORATION, TEAVANA INTERNATIONAL, INC., TEAVANA GIFT COMPANY AND FIFTH THIRD BANK. Execution Version AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (

Entry into 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

8-K 1 rrd349790.htm AMENDMENT OF CREDIT AGREEMENT 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): 07/31/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 2

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 rrd345668.htm COMPLETION OF ACQUISITION 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): 06/11/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-19

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Submission of Matters to a Vote of Security Holders - RESULTS OF ANNUAL MEETING

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): 06/01/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

Financial Statements and Exhibits, Results of Operations and Financial Condition - EARNINGS RELEASE FOR Q1

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): 05/30/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

Historical Reconciliation of US GAAP Income from Operations and Net Income to non-US GAAP ("adjusted") Income from Operations and Net Income

EX-99 2 rrd34265937833.htm PRESS RELEASE DATED MAY 30, 2012 ENTITLED, "TEAVANA HOLDINGS, INC. ANNOUNCES FIRST QUARTER FISCAL 2012 FINANCIAL RESULTS" Teavana Holdings, Inc. Announces First Quarter Fiscal 2012 Financial Results Atlanta, Georgia – May 30, 2012 – Teavana Holdings, Inc. (NYSE: TEA) today announced financial results for the first quarter fiscal 2012 period ended April 29, 2012. Highligh

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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)). ¨ Definitive P

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT

Execution Version AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of April 15, 2012 among Teavana Corporation, a Georgia corporation (the "Company"), ST Acquisition Company, a Connecticut corporation ("ST"; the Company and ST are referred to herein, collectively, as "Borrowers" and, individually, as a "Borrowe

(i) all accounts receivable and notes receivable (including the Accounts Receivable); (ii) all cash on hand in the Stores in the amounts listed in the Cash Schedule, which schedule may be amended by Buyer to reduce the cash on hand included in the Pu

EX-10 2 rrd34144537556.htm ASSET PURCHASE AGREEMENT, DATED AS OF APRIL 15, 2012, BY AND AMONG TEAVANA CORPORATION, TEAVANA CANADA, INC., TEAOPIA LIMITED AND THE PRINCIPALS LISTED THEREON. EXECUTION VERSION ASSET PURCHASE AGREEMENT by and among TEAVANA CORPORATION and TEAVANA CANADA, INC. and TEAOPIA LIMITED and THE PRINCIPALS NAMED HEREIN Dated as of April 15, 2012 EAST\48096305.13 TABLE OF CONTEN

Teavana Announces Agreement to Acquire Teaopia

EX-99 4 rrd34144537564.htm PRESS RELEASE, DATED APRIL 16, 2012, TITLED, Teavana Announces Agreement to Acquire Teaopia Atlanta, Georgia - April 16, 2012 - Teavana Holdings, Inc. (NYSE: TEA) today announced that it has reached an agreement to acquire the assets of Teaopia Ltd., a leading mall-based specialty tea retailer in Canada, for an all-cash purchase price of $26.9 million, subject to post-cl

Regulation FD Disclosure, Entry into 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 - ENTRY INTO ASSET PURCHASE AGREEMENT AND CREDIT AGR AMENDMENT

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): 04/15/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

SUBSIDIARIES OF THE REGISTRANT

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiaries of the Company: Name of Subsidiary(1) Place of Incorporation Teavana Corporation Georgia ST Acquisition Company Connecticut Teavana International, Inc. Georgia Teavana Canada, Inc. Canada Teavana Franchising Corp. Georgia Teavana Gift Company Colorado (1) 100% of the equity of each listed subsidiary is owned either by the registrant

Annual Report - 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Teavana Holdings, Inc. Announces Fourth Quarter and Fiscal 2011 Financial Results

Teavana Holdings, Inc. Announces Fourth Quarter and Fiscal 2011 Financial Results Atlanta, Georgia - March 28, 2012 - Teavana Holdings, Inc. (NYSE: TEA) today announced financial results for the fourth quarter and fiscal year ended January 29, 2012. Highlights for the fourth quarter: Net sales increased by 34% to $68.4 million from $51.2 million in the fourth quarter of fiscal 2010. The Company op

Financial Statements and Exhibits, Results of Operations and Financial Condition - EARNINGS RELEASE FOR FY2011

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): 03/28/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

TEA / Teavana Holdings Inc / SKM EQUITY FUND III L P - SCHEDULE 13G FOR TEAVANA HOLDINGS, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Teavana Holdings, Inc. (Name of Issuer) Common Stock, $0.00003 par value (Title of Class of Securities) 87819P102 (CUSIP Number) July 27, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

TEA / Teavana Holdings Inc / TCW GROUP INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Teavana Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 87819P102 (CUSIP Number) 12/31/2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

TEA / Teavana Holdings Inc / Mack Andrew - SCHEDULE 13G Passive Investment

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Teavana Holdings, Inc. (Name of Issuer) Common Stock, $0.00003 Par Value (Title of Clas

LEASE MODIFICATION AGREEMENT (the "LMA")

EX-10 2 rrd33190337016.htm LEASE MODIFICATION AGREEMENT, DATED AS OF JANUARY 31, 2012, BETWEEN 600 LONG BEACH LLC, A CONNECTICUT LIMITED LIABILITY COMPANY, AND ST ACQUISITION COMPANY, A CONNECTICUT CORPORATION. LEASE MODIFICATION AGREEMENT (the "LMA") Agreement (this "Agreement") dated as of January 31, 2012 between 600 Long Beach LLC, a Connecticut limited liability company having an office at 30

LEASE MODIFICATION AGREEMENT (the "LMA")

EX-10 5 rrd33190337019.htm LEASE MODIFICATION AGREEMENT, DATED AS OF JANUARY 31, 2012, BETWEEN 500 LONG BEACH LLC, A CONNECTICUT LIMITED LIABILITY COMPANY, AND ST ACQUISITION COMPANY, A CONNECTICUT CORPORATION. LEASE MODIFICATION AGREEMENT (the "LMA") Agreement dated as of January 31, 2012 between 500 Long Beach LLC, a Connecticut limited liability company having an office at 300 Long Beach Boulev

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - AMENDMENTS TO STRATFORD LEASES

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): 01/31/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

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): 01/11/2012 Teavana Holdings, Inc.

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): 01/11/2012 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

Teavana Holdings, Inc. Reiterates Guidance Ahead of Presentation at ICR XChange

EX-99 2 rrd33037836903.htm TEAVANA HOLDINGS, INC. REITERATES GUIDANCE AHEAD OF PRESENTATION AT ICR XCHANGE Teavana Holdings, Inc. Reiterates Guidance Ahead of Presentation at ICR XChange Atlanta, Georgia - January 11, 2012 - Teavana Holdings, Inc. (NYSE: TEA) today reiterated its previously issued outlook for the fourth quarter and the full fiscal year of 2011. This outlook includes fourth quarter

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

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Teavana Holdings, Inc. Announces Third Quarter Fiscal 2011 Financial Results

EX-99 3 rrd32251636601.htm PRESS RELEASE DATED DECEMBER 2, 2011 ENTITLED, "TEAVANA HOLDINGS, INC. ANNOUNCES THIRD QUARTER FISCAL 2011 FINANCIAL RESULTS" Teavana Holdings, Inc. Announces Third Quarter Fiscal 2011 Financial Results Atlanta, Georgia - December 2, 2011 - Teavana Holdings, Inc. (NYSE: TEA) today announced financial results for the third quarter and fiscal year-to-date ended October 30,

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

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): 12/01/2011 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

Entry into 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

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): 10/06/2011 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT

EX-10 2 rrd31978436166.htm AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, DATED AS OF OCTOBER 6, 2011 Execution Version AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of October 6, 2011 among Teavana Corporation, a Georgia corporation (the "Company"), ST Acquisition Company, a Connecticut corporation ("ST";

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 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 Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Form 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

LEASE MODIFICATION AGREEMENT (LMA)

LEASE MODIFICATION AGREEMENT (LMA) Agreement (this "Agreement") dated as of September 13, 2011 between 600 Long Beach LLC, a Connecticut limited liability company having an office at 300 Long Beach Boulevard, Stratford, CT 06615 (hereinafter called "Owner"); and St.

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): 09/13/2011 Teavana Holdings, Inc.

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): 09/13/2011 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

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

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Teavana Holdings, Inc. Announces Agreement for International Expansion

Teavana Holdings, Inc. Announces Agreement for International Expansion Atlanta, Georgia - September 2, 2011 - Teavana Holdings, Inc. (NYSE: TEA) today announced that it has, through its wholly owned subsidiary, Teavana International, entered into a 10 year franchise development agreement with the Alshaya group of companies for the development of Teavana stores in the countries of Bahrain, Kuwait,

Teavana Holdings, Inc. Announces Second Quarter Fiscal 2011 Financial Results

Teavana Holdings, Inc. Announces Second Quarter Fiscal 2011 Financial Results Atlanta, Georgia - September 2, 2011 - Teavana Holdings, Inc. (NYSE: TEA) today announced financial results for the second quarter and fiscal year-to-date ended July 31, 2011. Highlights for the second quarter: Net sales increased by 36% to $31.3 million from $23.0 million in the second quarter of fiscal 2010. The Compan

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): 09/02/2011 Teavana Holdings, Inc.

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): 09/02/2011 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-35248 Delaware 20-1946316 (State or other jurisdiction of (IRS Emp

As filed with the Securities and Exchange Commission on August 31, 2011

Form S-8 As filed with the Securities and Exchange Commission on August 31, 2011 Registration No.

POWER OF ATTORNEY

Power of Attorney Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Teavana Holdings, Inc., a Delaware corporation (the “Corporation”), hereby constitute and appoint Andrew T. Mack and Daniel P. Glennon and each of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and at

7,142,858 Shares Common Stock

424B4 Table of Contents Index to Financial Statements Filed Pursuant to Rule 424(b)(4) Registration No.

AMENDED AND RESTATED BYLAWS TEAVANA HOLDINGS, INC. ADOPTED AS OF JULY __, 2011 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2

Form of Amended and Restated By-Laws Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TEAVANA HOLDINGS, INC. ADOPTED AS OF JULY , 2011 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Notice of Stockholder Busi

As filed with the Securities and Exchange Commission on July 26, 2011

Amendment No. 5 to Form S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on July 26, 2011 Registration No. 333-173775 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEAVANA HOLDINGS, INC. (Exact Name of Registrant as Specified in Its C

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TEAVANA HOLDINGS, INC.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TEAVANA HOLDINGS, INC. TEAVANA HOLDINGS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Teavana Holdings, Inc. (the “Corporation”). 2. The original Certificate of Incorporation of the Corporation was filed wit

TEAVANA HOLDINGS, INC. 3630 PEACHTREE ROAD NE, SUITE 1480 ATLANTA, GA 30326 T + 1 404 995 8200

Correspondence TEAVANA HOLDINGS, INC. 3630 PEACHTREE ROAD NE, SUITE 1480 ATLANTA, GA 30326 T + 1 404 995 8200 July 25, 2011 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549-4561 Attn: Mr. H. Christopher Owings Re: Teavana Holdings, Inc. Registration Statement on Form S-1 File No. 333-173775 Dear Mr. Owings: Teavana Holdings, Inc., a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Teavana Holdings, Inc. (Exact name of registran

Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Teavana Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 20-1946316 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3630 Peachtr

As filed with the Securities and Exchange Commission on July 18, 2011

Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on July 18, 2011 Registration No.

TEAVANA HOLDINGS, INC. 2011 STOCK INCENTIVE PLAN

EX-10.4 4 dex104.htm 2011 STOCK INCENTIVE PLAN Exhibit 10.4 TEAVANA HOLDINGS, INC. 2011 STOCK INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards TEAVANA HOLDINGS, INC., a Delaware corporation (the “Company”), hereby establishes the TEAVANA HOLDINGS, INC. 2011 STOCK INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by

AMENDED AND RESTATED BYLAWS TEAVANA HOLDINGS, INC. ADOPTED AS OF JULY __, 2011 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2

Form of Amended and Restated By-Laws Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TEAVANA HOLDINGS, INC. ADOPTED AS OF JULY , 2011 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Notice of Stockholder Busi

TEAVANA HOLDINGS, INC. NONSTATUTORY STOCK OPTION NOTICE

Form of Nonstatutory Stock Opton Agreement under 2011 Stock Incentive Pan Exhibit 10.

$1 Increase per Share

Correspondence DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 www.

3 Stock options outstanding as of May 1, 2011 (F-33) 1,842,139 Shares to be sold by certain selling stockholders upon exercise of options at consummation of offering (219,629 ) Common stock issuable upon exercise of outstanding options: 1,622,510

DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 www.dlapiper.com Christopher C. Paci [email protected] T 212.335.4970 F 212.884.8470 July 13, 2011 Mr. H. Christopher Owings Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Teavana Holdings, Inc. Amendments Nos. 2 and 3 to Registration

DLA Piper US LLP

DLA Piper US LLP 1251 Avenue of the Americas New York, NY 10020-1104 www.dlapiper.com Christopher C. Paci [email protected] T 212.335.4970 F 212.884.8470 July 12, 2011 Mr. H. Christopher Owings Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Teavana Holdings, Inc. Amendment No. 3 to Registration Statement

Subject to Completion, Dated July 5, 2011 7,142,858 Shares Common Stock

CORRESP DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 www.

TEAVANA HOLDINGS, INC. 2011 STOCK INCENTIVE PLAN

TEAVANA HOLDINGS, INC. 2011 STOCK INCENTIVE PLAN Exhibit 10.4 TEAVANA HOLDINGS, INC. 2011 STOCK INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards TEAVANA HOLDINGS, INC., a Delaware corporation (the “Company”), hereby establishes the TEAVANA HOLDINGS, INC. 2011 STOCK INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company b

INDEMNITY AGREEMENT

Exhibit 10.6 INDEMNITY AGREEMENT This Indemnity Agreement, dated as of , 2011, is made by and between Teavana Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”). RECITALS A. The Company and the Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company’s directors, officers, employees and other agents, the cost of such insurance and t

TEAVANA HOLDINGS, INC. (a Delaware corporation) [—] Shares of Common Stock (Par Value $0.00003 Per Share) UNDERWRITING AGREEMENT

FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 TEAVANA HOLDINGS, INC. (a Delaware corporation) [—] Shares of Common Stock (Par Value $0.00003 Per Share) UNDERWRITING AGREEMENT Dated: [—], 2011 TEAVANA HOLDINGS, INC. (A Delaware corporation) [—] Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT [—], 2011 Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. a

TEAVANA HOLDINGS, INC. NONSTATUTORY STOCK OPTION NOTICE

FORM OF NONSTATUTORY STOCK OPTION AGREEMENT UNDER 2011 STOCK INCENTIVE PLAN Exhibit 10.

AMENDED AND RESTATED BYLAWS TEAVANA HOLDINGS, INC. ADOPTED AS OF JULY __, 2011 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TEAVANA HOLDINGS, INC. ADOPTED AS OF JULY , 2011 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Notice of Stockholder Business 4 1.11 Conduct of Business 6 1.1

016570| 003590|127C|RESTRICTED||4|057-423

Form of Common Stock Certificate Exhibit 4.1 016570| 003590|127C|RESTRICTED||4|057-423 COMMON STOCK PAR VALUE $0.0001 COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND NEW YORK, NY SAMPLE Certificate Number ZQ 000000 Shares * * 0 0 0 0 0 0 * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * 0 0 0 0 0 0 * * TEAVANA HOLDINGS, INC.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TEAVANA HOLDINGS, INC.

FORM OF AMENDED AND RESTATED CERTIFCATE OF INCORPORATION Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TEAVANA HOLDINGS, INC. TEAVANA HOLDINGS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Teavana Holdings, Inc. (the “Corporation”). 2. The original Cert

As filed with the Securities and Exchange Commission on July 12, 2011

As filed with the Securities and Exchange Commission on July 12, 2011 Registration No.

2

Correspondence DLA Piper US LLP 1251 Avenue of the Americas New York, NY 10020-1104 www.

As filed with the Securities and Exchange Commission on July 5, 2011

Form S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 5, 2011 Registration No.

2

Correspondence DLA Piper US LLP 1251 Avenue of the Americas New York, NY 10020-1104 www.

As filed with the Securities and Exchange Commission on June 9, 2011

Form S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on June 9, 2011 Registration No.

LOAN AND SECURITY AGREEMENT TEAVANA CORPORATION, ST ACQUISITION COMPANY, TEAVANA HOLDINGS, INC., TEAVANA FRANCHISING CORPORATION, TEAVANA INTERNATIONAL, INC., as Obligors, FIFTH THIRD BANK, as Bank DATED AS OF JUNE 12, 2008 TABLE OF CONTENTS Page 1.

Exhibit 10.16 Execution Copy LOAN AND SECURITY AGREEMENT among TEAVANA CORPORATION, ST ACQUISITION COMPANY, TEAVANA HOLDINGS, INC., TEAVANA FRANCHISING CORPORATION, TEAVANA INTERNATIONAL, INC., as Obligors, and FIFTH THIRD BANK, as Bank DATED AS OF JUNE 12, 2008 TABLE OF CONTENTS Page 1. DEFINITIONS 1 1.1 General Terms 1 1.2 Accounting Terms 20 1.3 Other Terms Defined in New York Uniform Commercia

Annual Fixed Rent

Agreement of Lease Exhibit 10.13 AGREEMENT of LEASE, made as of this 12th day of August, 2009, between 600 Long Beach, LLC, a Connecticut limited liability company with an office at 300 Long Beach Boulevard, Stratford, Connecticut, hereinafter referred to as Owner, and St. Acquisition Company. with an office at 500 Long Beach boulevard Stratford, Connecticut 06615, hereinafter referred to as Tenan

Consent of Director Nominee

Exhibit 99.1 Consent of Director Nominee Teavana Holdings, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a n

Annual Fixed Rent

Exhibit 10.11 AGREEMENT of LEASE, made as of this 2nd day of February, 2006, between 500 Long Beach, LLC, a Connecticut limited liability company with an office at 300 Long Beach Boulevard, Stratford, Connecticut 06615, hereinafter referred to as Owner, and St. Acquisition Company, a Connecticut corporation with an office at 600 Long Beach Boulevard Stratford, Connecticut 06615, hereinafter referr

EMPLOYMENT AGREEMENT

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of April 22, 2011 (the “Effective Date”), is between Daniel Glennon (“Employee”) and Teavana Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company believes that the future growth, profitability and success of the Business of the Company will be significantly enhanced by the continued

LEASE MODIFICATION AND EXTENSION AGREEMENT (LMA)

Lease Modification and Extention Ageement Exhibit 10.14 LEASE MODIFICATION AND EXTENSION AGREEMENT (LMA) Agreement dated as of April 5, 2010 between 600 Long Beach LLC, a Connecticut limited liability company having an office at 300 Long Beach Boulevard, Stratford, CT 06615 (hereinafter called “Owner”); and St. Acquisition Company, a Connecticut corporation having an office at 500 Long Beach Boule

Consent of Director Nominee

Consent of Director Nominee Exhibit 99.3 Consent of Director Nominee Teavana Holdings, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securitie

FORM TEAVANA HOLDINGS, INC. 2004 MANAGEMENT INCENTIVE PLAN OPTION AWARD AGREEMENT

Exhibit 10.3 FORM TEAVANA HOLDINGS, INC. 2004 MANAGEMENT INCENTIVE PLAN OPTION AWARD AGREEMENT Teavana Holdings, Inc., a Delaware corporation (the “Corporation”), pursuant to the Teavana Holdings, Inc. 2004 Management Incentive Plan (the “Plan”), grants to the participant named below an option (the “Stock Option”) to purchase shares of its Common Stock, on the terms set forth herein. Capitalized t

As filed with the Securities and Exchange Commission on April 28, 2011

FORM S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on April 28, 2011 Registration No.

Consent of Director Nominee

Exhibit 99.2 Consent of Director Nominee Teavana Holdings, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a n

LEASE AGREEMENT by and between 3630 PEACHTREE ROAD HOLDINGS LIMITED PARTNERSHIP TEAVANA CORPORATION August 5, 2010 LEASE AGREEMENT

Lease Agreement Exhibit 10.15 LEASE AGREEMENT by and between 3630 PEACHTREE ROAD HOLDINGS LIMITED PARTNERSHIP (“Landlord”) and TEAVANA CORPORATION (“Tenant”) dated August 5, 2010 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is made and entered into this day of July, 2010, by and between Landlord and Tenant. W I T N E S S E T H: 1. Certain Definitions. The following terms shall have the meanings

LEASE MODIFICATION AGREEMENT

Lease Modification Agreement Exhibit 10.12 LEASE MODIFICATION AGREEMENT Agreement dated as of April 1, 2008 between 500 Long Beach LLC, a Connecticut limited liability company having an office at 300 Long Beach Boulevard, Stratford, CT 06615 (hereinafter called “Owner”); and St. Acquisition Company, a Connecticut corporation having an office at 500 Long Beach Boulevard Stratford, CT 06615 (hereina

EMPLOYMENT AGREEMENT

Employment Agreement Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of April 22, 2011 (the “Effective Date”), is between Peter Luckhurst (“Employee”) and Teavana Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company believes that the future growth, profitability and success of the Business of the Company will be significantly enh

TEAVANA HOLDINGS, INC. 2004 MANAGEMENT INCENTIVE PLAN

Exhibit 10.1 TEAVANA HOLDINGS, INC. 2004 MANAGEMENT INCENTIVE PLAN Teavana Holdings, Inc., a Delaware corporation (the “Corporation”), hereby establishes the Teavana Holdings, Inc. 2004 Management Incentive Plan (the “Plan”), effective as of December 17, 2004, subject to stockholder approval. 1. Purpose. The purpose of the Plan is to enable the Corporation to obtain and retain the services of sele

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

Amendment No.1 to Loan Security Agreement Exhibit 10.17 Execution Copy AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 22, 2011 among Teavana Corporation, a Georgia corporation (the “Company”), ST Acquisition Company, a Connecticut corporation (“ST”; the Company and ST are referred to herein, collecti

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated as of April 22, 2011 (the “Effective Date”), is between Juergen Link (“Employee”) and Teavana Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company believes that the future growth, profitability and success of the Business of the Company will be

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is dated as of December 17, 2004 among Teavana Holdings, Inc., a Delaware corporation (the “Corporation”) and Teavana Investment LLC, a Delaware limited liability company (“Investment LLC”). Investment LLC together with the Investment LLC Permitted Transferees are from time to time referred t

Annual Fixed Rent

Agreement of Lease Exhibit 10.13 AGREEMENT of LEASE, made as of this 12th day of August, 2009, between 600 Long Beach, LLC, a Connecticut limited liability company with an office at 300 Long Beach Boulevard, Stratford, Connecticut, hereinafter referred to as Owner, and St. Acquisition Company. with an office at 500 Long Beach boulevard Stratford, Connecticut 06615, hereinafter referred to as Tenan

LOAN AND SECURITY AGREEMENT TEAVANA CORPORATION, ST ACQUISITION COMPANY, TEAVANA HOLDINGS, INC., TEAVANA FRANCHISING CORPORATION, TEAVANA INTERNATIONAL, INC., as Obligors, FIFTH THIRD BANK, as Bank DATED AS OF JUNE 12, 2008 TABLE OF CONTENTS Page 1.

Loan and Security Agreement Exhibit 10.16 Execution Copy LOAN AND SECURITY AGREEMENT among TEAVANA CORPORATION, ST ACQUISITION COMPANY, TEAVANA HOLDINGS, INC., TEAVANA FRANCHISING CORPORATION, TEAVANA INTERNATIONAL, INC., as Obligors, and FIFTH THIRD BANK, as Bank DATED AS OF JUNE 12, 2008 TABLE OF CONTENTS Page 1. DEFINITIONS 1 1.1 General Terms 1 1.2 Accounting Terms 20 1.3 Other Terms Defined i

FORM TEAVANA HOLDINGS, INC. 2004 MANAGEMENT INCENTIVE PLAN OPTION AWARD AGREEMENT

Exhibit 10.2 FORM TEAVANA HOLDINGS, INC. 2004 MANAGEMENT INCENTIVE PLAN OPTION AWARD AGREEMENT Teavana Holdings, Inc., a Delaware corporation (the “Corporation”), pursuant to the Teavana Holdings, Inc. 2004 Management Incentive Plan (the “Plan”), grants to the participant named below an option (the “Stock Option”) to purchase shares of its Common Stock, on the terms set forth herein. Capitalized t

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Amended and Restated Employment Agreement Exhibit 10.7 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated as of April 22, 2011 (the “Effective Date”), is between Andrew Mack (“Employee”) and Teavana Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company believes that the future growth, profitability and succes

Subsidiaries of Teavana Holdings, Inc.

EXHIBIT 21.1 Subsidiaries of Teavana Holdings, Inc. Subsidiaries of Teavana Holdings, Inc. ST Acquisition Company Teavana Corporation Teavana International, Inc. Subsidiaries of Teavana Corporation Teavana Franchising Corporation Teavana Gift Company