SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
McCollough Rosanna Covella

(Last) (First) (Middle)
C/O YOGAWORKS, INC.
5780 UPLANDER WAY

(Street)
CULVER CITY CA 90230

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
YogaWorks, Inc. [ YOGA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2017
4. If Amendment, Date of 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
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 08/16/2017 A 196,117(1) A $0.00 199,116 D
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Represents 196,117 Restricted Stock Units (the "RSUs") granted to the Reporting Person on August 16, 2017. Twenty-five percent (25%) of the RSUs vest on the first anniversary of the vesting commencment date of January 24, 2015 (the "VCD") and one-forty-eighth (1/48th) of the RSUs vest on each monthly anniversary of the VCD (rounded down to the nearest RSU until the last vesting date), subject to the Reporting Person's continuous service to the Issuer through the applicable vesting date.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney
/s/ Vance Chang, Attorney-in-Fact for Rosanna Covella McCollough 08/18/2017
** 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 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).
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 Number.
                          SECTION 16 POWER OF ATTORNEY

With respect to holdings of and transactions in securities  issued by YogaWorks,
Inc.  (the  "Company"),  the  undersigned  hereby  constitutes  and appoints the
individuals listed on Schedule A attached hereto and as may be amended from time
to time,  or any of them signing  singly,  with full power of  substitution  and
resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:

1.  execute  for  and on  behalf  of the  undersigned,  Forms  3,  4,  and 5 in
    accordance  with  Section 16 of the  Securities  Exchange  Act of 1934,  as
    amended, and the rules thereunder;

2.  do and perform any and all acts for and on behalf of the undersigned  which
    may be  necessary  or desirable to complete and execute any such Form 3, 4,
    or 5, complete and execute any amendment or amendments thereto,  and timely
    file such form with the United States  Securities  and Exchange  Commission
    and any stock exchange or similar authority; and

3.  take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of
 the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in the discretion of such attorney-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

The undersigned acknowledges that the attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is any Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of August, 2017.





                                        /s/ Rosanna McCollough
                                        ----------------------------------------
                                        Rosanna McCollough

                                   Schedule A

 Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and
Resubstitution:

Name                                                  Title

Kurt Donnell, Esq.....................................Executive Vice President
                                                      and General Counsel

Vance Chang...........................................Chief Financial Officer

                                     * * *