UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Jack in the Box Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
466367109
(CUSIP Number)
 
Robb LeMasters
Blue Harbour Group, LP
646 Steamboat Road
Greenwich, Connecticut 06830
(203) 422-6540
 
with a copy to:
Douglas A. Rappaport, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, New York 10036
(212) 872-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 30, 2018
(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, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
 
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 
 
 
 

CUSIP No. 466367109
SCHEDULE 13D
  
 
1
NAME OF REPORTING PERSON
 
Blue Harbour Group, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [  ]   (b)  [X]                                                                                          
                           
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [  ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,847,547 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,847,547 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
1,847,547 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [  ]
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.8% (1)
14
TYPE OF REPORTING PERSON
 
PN, IA
 
 
 
 
 
(1)
Based on 27,255,503 shares of common stock of the Issuer outstanding as of August 3, 2018, as reported in the Issuer's Form 10-Q filed with the SEC on August 9, 2018.
 

CUSIP No. 466367109
SCHEDULE 13D
  
 
1
NAME OF REPORTING PERSON
 
Blue Harbour Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [  ]   (b)  [X]                                                                                          
                           
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [  ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,847,547 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,847,547 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
1,847,547 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [  ]
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.8% (1)
14
TYPE OF REPORTING PERSON
 
OO, HC
 
 
 
 
 
(1)
Based on 27,255,503 shares of common stock of the Issuer outstanding as of August 3, 2018, as reported in the Issuer's Form 10-Q filed with the SEC on August 9, 2018.

 
CUSIP No. 466367109
 
SCHEDULE 13D
  
 
1
NAME OF REPORTING PERSON
 
Clifton S. Robbins
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [  ]   (b)  [X]
 
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [  ]
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,847,547 shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,847,547 shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
1,847,547 shares of Common Stock
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [  ]
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.8%
14
TYPE OF REPORTING PERSON
 
IN, HC
 
 
 
 
 
(1)
Based on 27,255,503 shares of common stock of the Issuer outstanding as of August 3, 2018, as reported in the Issuer's Form 10-Q filed with the SEC on August 9, 2018.
SCHEDULE 13D

Item 1. SECURITY AND ISSUER

 This statement on Schedule 13D (this "Schedule 13D") relates to the common stock, $0.01 par value (the "Common Stock"), of Jack in the Box Inc., a Delaware corporation (the "Issuer").  The address of the Issuer's principal executive office is 9330 Balboa Avenue, San Diego, California 92123.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. IDENTITY AND BACKGROUND

 (a) This Schedule 13D is being filed by and on behalf of (i) Blue Harbour Group, LP, a Delaware limited partnership ("Manager"), (ii) Blue Harbour Holdings, LLC, a Delaware limited liability company ("Manager GP"), and (iii) Clifton S. Robbins, a citizen of the United States of America ("Mr. Robbins").  Manager, Manager GP and Mr. Robbins are herein sometimes referred to each as a "Reporting Person" and collectively as "Reporting Persons".

 (b) The principal business address of Manager and Manager GP is 646 Steamboat Road, Greenwich, Connecticut 06830, and Mr. Robbins' business address is c/o Manager at the foregoing address.

 (c) Manager is principally involved in the business of providing investment advisory and investment management services to certain private investment funds and/or managed accounts (the "Funds").  Manager GP is principally involved in the business of serving as the general partner of Manager. Mr. Robbins is the Chief Executive Officer of Manager.

 (d) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their officers and directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 (e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their officers and directors, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 (f) The Manager is a Delaware limited partnership. Manager GP is a Delaware limited liability company. Mr. Robbins is a citizen of the United States.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 The Reporting Persons used approximately $147,469,846.94 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D.

 The source of the funds used to acquire the shares of Common Stock reported herein is the working capital of the Funds, which at any given time may include funds borrowed on margin in the ordinary course and on customary terms.


Item 4. PURPOSE OF TRANSACTION

 The shares of Common Stock directly held by the Funds and beneficially owned by the Reporting Persons reported herein were acquired for investment purposes in the ordinary course of business. The Reporting Persons acquired beneficial ownership of the shares of Common Stock because they believed that the Common Stock reported herein, when purchased, represented an attractive investment opportunity.

 The Reporting Persons and their representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with members of management and the board of directors of the Issuer (the "Board"), other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer's business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

 The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; proposing changes in the Issuer's operations, governance or capitalization; acquiring additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities") or disposing of some or all of the Securities beneficially owned by them, in public market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a) – (b)  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.  As of the date hereof, the Reporting Persons beneficially own an aggregate of 1,847,547 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each of the Manager, Manager GP and Mr. Robbins, and which represent approximately 6.8% of the outstanding Common Stock. All percentages set forth herein are based on 27,255,503 shares of common stock of the Issuer outstanding as of August 3, 2018, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018.

For purposes of disclosing the number of shares of Common Stock beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) all shares of Common Stock that are owned beneficially by the Reporting Persons.  Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such shares of Common Stock for all other purposes.

The Funds have delegated to Manager sole voting and investment power over the securities held directly by the Funds. As a result, each of Manager, Manager GP, as the general partner of Manager, and Mr. Robbins, as Chief Executive Officer of Manager, may be deemed to exercise voting and investment power over the shares of Common Stock directly held by the Funds. The Funds specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of such delegation to Manager.

(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons on behalf of the Funds during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.

 (d) Not applicable.

 (e) Not applicable.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 Except as set forth herein, there are no contracts, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the shares of Common Stock.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit Description

99.1
Agreement as to Joint Filing of Schedule 13D, dated November 9, 2018, by and among Manager, Manager GP and Mr. Robbins.


SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: November 9, 2018
 
 
BLUE HARBOUR GROUP, LP
 
 
By: Blue Harbour Holdings, LLC, its general partner
 
 
 
By:
/s/ Clifton S. Robbins
 
 
Name: Clifton S. Robbins
 
 
Title: Managing Member
 
 
 
BLUE HARBOUR HOLDINGS, LLC
 
 
By:
/s/ Clifton S. Robbins
 
 
Name: Clifton S. Robbins
 
 
Title: Managing Member
 
 
 
 
 
By:
/s/ Clifton S. Robbins
 
CLIFTON S. ROBBINS
 
 
 

Schedule I
 
TRANSACTIONS IN SHARES OF COMMON STOCK BY THE REPORTING PERSONS
 
The following table sets forth all transactions in the shares of Common Stock effected by each of the Reporting Persons (on behalf of the Funds) in the past sixty days.  All such transactions were purchases of shares of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.
 
Manager
 
Trade Date
Shares Purchased (Sold)
Price Per Share ($)
9/17/2018
1,966
83.50
9/17/2018
2,801
83.50
9/17/2018
1,439
83.50
9/28/2018
5,732
83.50
9/28/2018
8,168
83.50
9/28/2018
4,194
83.50
10/1/2018
5,092
83.50
10/1/2018
32,430
82.80
10/1/2018
29,771
82.85
10/1/2018
6,853
83.50
10/1/2018
43,650
82.80
10/1/2018
40,071
82.85
10/1/2018
3,755
83.50
10/1/2018
23,920
82.80
10/1/2018
21,958
82.85
10/2/2018
32,430
82.93
10/2/2018
5,902
82.83
10/2/2018
43,650
82.93
10/2/2018
7,944
82.83
10/2/2018
23,920
82.93
10/2/2018
4,354
82.83
10/5/2018
65
82.98
10/5/2018
87
82.98
10/5/2018
48
82.98
10/10/2018
3,846
82.73
10/10/2018
5,177
82.73
10/10/2018
2,837
82.73
10/11/2018
28,584
82.60
10/11/2018
16,215
81.97
10/11/2018
12,620
81.92
10/11/2018
38,473
82.60
10/11/2018
21,825
81.97
10/11/2018
16,987
81.92
10/11/2018
21,083
82.60
10/11/2018
11,960
81.98
10/11/2018
9,308
81.92

 
 
10/12/2018
9,729
81.84
10/12/2018
4,498
81.50
10/12/2018
13,095
81.84
10/12/2018
6,055
81.50
10/12/2018
7,176
81.84
10/12/2018
3,318
81.50
10/15/2018
680
81.50
10/15/2018
915
81.50
10/15/2018
501
81.50
10/17/2018
1,181
81.49
10/17/2018
1,591
81.49
10/17/2018
872
81.49
10/18/2018
14,545
81.45
10/18/2018
5,657
81.22
10/18/2018
25,635
80.40
10/18/2018
18,670
81.45
10/18/2018
7,261
81.22
10/18/2018
32,902
80.40
10/18/2018
11,045
81.45
10/18/2018
4,296
81.22
10/18/2018
19,463
80.40
10/19/2018
48,645
78.01
10/19/2018
65,475
78.01
10/19/2018
35,880
78.01
10/22/2018
32,430
77.82
10/22/2018
15,112
77.87
10/22/2018
43,650
77.82
10/22/2018
20,341
77.87
10/22/2018
23,920
77.82
10/22/2018
11,147
77.87
10/23/2018
19,458
77.00
10/23/2018
4,540
77.01
10/23/2018
26,190
77.00
10/23/2018
6,111
77.01
10/23/2018
14,352
77.00
10/23/2018
3,349
77.01
10/24/2018
24,128
75.45
10/24/2018
32,476
75.45
10/24/2018
17,796
75.45
10/25/2018
422
75.43
10/25/2018
685
75.50
10/25/2018
567
75.43
10/25/2018
923
75.50
10/25/2018
311
75.43
10/25/2018
506
75.50
10/26/2018
16,215
76.30
10/26/2018
21,107
76.86
10/26/2018
14,918
78.13
10/26/2018
21,825
76.30
 
 
 
10/26/2018
28,410
76.86
10/26/2018
20,079
78.13
10/26/2018
11,960
76.30
10/26/2018
15,569
76.86
10/26/2018
11,003
78.13
10/30/2018
7,607
77.95
10/30/2018
665
76.50
10/30/2018
5,083
77.32
10/30/2018
19,535
79.36
10/30/2018
10,032
77.95
10/30/2018
876
76.50
10/30/2018
6,704
77.32
10/30/2018
25,760
79.36
10/30/2018
4,958
77.95
10/30/2018
433
76.50
10/30/2018
3,313
77.32
10/30/2018
12,733
79.36
10/31/2018
10,099
78.79
10/31/2018
496
78.50
10/31/2018
25,627
78.92
10/31/2018
13,318
78.79
10/31/2018
655
78.50
10/31/2018
33,794
78.92
10/31/2018
6,583
78.79
10/31/2018
324
78.50
10/31/2018
16,705
78.92
11/1/2018
808
79.00
11/1/2018
13,062
78.89
11/1/2018
4,660
78.99
11/1/2018
1,065
79.00
11/1/2018
17,224
78.89
11/1/2018
6,146
78.99
11/1/2018
527
79.00
11/1/2018
8,514
78.89
11/1/2018
3,038
78.99
11/2/2018
875
79.00
11/2/2018
779
78.98
11/2/2018
1,154
79.00
11/2/2018
1,027
78.98
11/2/2018
571
79.00
11/2/2018
508
78.98
11/5/2018
28,293
79.92
11/5/2018
13,466
79.96
11/5/2018
37,308
79.92
11/5/2018
17,757
79.96
11/5/2018
18,441
79.92
11/5/2018
8,777
79.96
11/6/2018
13,769
79.94
11/6/2018
7,743
79.97

 
 
11/6/2018
12,894
79.94
11/6/2018
18,156
79.94
11/6/2018
10,210
79.97
11/6/2018
17,002
79.94
11/6/2018
8,975
79.94
11/6/2018
5,047
79.97
11/6/2018
8,404
79.94
11/7/2018
4,019
79.98
11/7/2018
2,619
79.98
11/7/2018
5,299
79.98
11/9/2018
2,845
79.99
11/9/2018
2,158
79.99
11/9/2018
1,407
79.99
 
 
 
 
EXHIBIT 99.1
 
JOINT FILING AGREEMENT
 PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: November 9, 2018
 
 
 
BLUE HARBOUR GROUP, LP
 
 
By: Blue Harbour Holdings, LLC, its general partner
 
 
 
By:
/s/ Clifton S. Robbins
 
 
Name: Clifton S. Robbins
 
 
Title: Managing Member
 
 
 
BLUE HARBOUR HOLDINGS, LLC
 
 
By:
/s/ Clifton S. Robbins
 
 
Name: Clifton S. Robbins
 
 
Title: Managing Member
 
 
 
 
 
By:
/s/ Clifton S. Robbins
 
CLIFTON S. ROBBINS