BofA Merrill Lynch Goldman, Sachs & Co. - Stifel

Table of Contents Index to Financial Statements

7,142,858 Shares

Filed Pursuant to Rule 424(b)(4) Registration No. 333-173775

Common Stock

This is the initial public offering of shares of common stock of Teavana Holdings, Inc. Teavana Holdings, Inc. is offering 1,071,429 shares of common stock. The selling stockholders identified in this prospectus are offering an additional 6,071,429 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share is $17.00. We have been approved to list our common stock on the New York Stock Exchange under the symbol "TEA."

See " Risk Factors " beginning on page 9 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Initial public offering price Underwriting discount Proceeds, before expenses, to Teavana Holdings, Inc. Proceeds, before expenses, to the selling stockholders

Per Share

$ 17.00 $ 1.19 $ 15.81 $ 15.81

Total

$121,428,586.00 $ 8,500,001.02 $ 16,939,292.49 $ 95,989,292.49

The underwriters may also exercise their option to purchase up to an additional 1,071,429 shares from the selling stockholders, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus to cover overallotments, if any.

The underwriters expect to deliver the shares against payment in New York, New York on August 2, 2011.

BofA Merrill Lynch

Goldman, Sachs & Co.

Morgan Stanley Piper Jaffray William Blair & Company Stifel Nicolaus Weisel

Prospectus dated July 27, 2011.

Table of Contents Index to Financial Statements

Table of Contents Index to Financial Statements

Table of Contents Index to Financial Statements

Table of Contents

Index to Financial Statements

TABLE OF CONTENTS

Page

Prospectus Summary

1

Risk Factors

9

Special Note Regarding Forward-Looking Statements

23

Use of Proceeds

24

Dividend Policy

24

Capitalization

25

Dilution

27

Unaudited Pro Forma Consolidated Financial Data

29

Selected Consolidated Financial and Other Data

32

Management's Discussion and Analysis of Financial Condition and Results of Operations

36

Business

57

Management

74

Compensation Discussion and Analysis

79

Certain Relationships and Related Party Transactions

93

Principal and Selling Stockholders

96

Description of Capital Stock

99

Shares Eligible for Future Sale

103

Material US Federal Income and Estate Tax Considerations for Non-US Holders of Common Stock

105

Underwriting

108

Legal Matters

114

Experts

114

Where You Can Find More Information

114

Index to Consolidated Financial Statements

F-1

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with information that is different from that contained in this prospectus or any free-writing prospectus prepared by or on our behalf. We do not, and the selling stockholders and the underwriters do not, take any responsibility for, and can provide no assurances as to, the reliability of any information that others provide to you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

Until August 21, 2011 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we, the selling stockholders nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering and the distribution of this prospectus outside of the United States.

Some of the industry and market data contained in this prospectus are based on independent industry publications or other publicly available information, which we believe is reliable but have not independently verified, while other information is based on our internal sources. Certain information regarding the global tea market is derived from Mintel International Group Limited's report entitled Tea and RTD Teas, May 2010 and other market research conducted by Mintel and Euromonitor International.

Our registered trademarks include Teavana ? , our Teavana logo design and the names of most of the varieties of specially blended teas that we sell. All other registered trademarks or service marks appearing in this prospectus are trademarks or service marks of others.

We operate on a fiscal calendar widely used in the retail industry that results in a given fiscal year consisting of a 52- or 53-week period ending on the Sunday closest to January 31 of the following year. For example, references to "fiscal 2010" refer to the fiscal year ended January 30, 2011. Fiscal 2008, fiscal 2009 and fiscal 2010 each consist of 52-week periods.

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