UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Noble Roman’s, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
655107100
(CUSIP Number)
Privet Fund LP
Attn: Ryan Levenson
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305
With a copy to:
|
Rick Miller Bryan Cave LLP 1201 W. Peachtree St., 14th Floor Atlanta, GA 30309 Tel: (404) 572-6600 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2015
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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).
SCHEDULE 13D
| CUSIP No. 655107100 | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Fund LP | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ (b) ¨ |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS WC | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH: |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 2,877,402 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 2,877,402 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,877,402 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9% (1) |
| 14 |
TYPE OF REPORTING PERSON PN |
SCHEDULE 13D
| CUSIP No. 655107100 | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Fund Management LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ (b) ¨ |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS WC, AF | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH: |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 2,977,402 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 2,977,402 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,977,402 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% (1) |
| 14 |
TYPE OF REPORTING PERSON OO |
SCHEDULE 13D
| CUSIP No. 655107100 | Page 4 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ryan Levenson | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) þ (b) ¨ |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS AF | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
| |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH: |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 2,977,402 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 2,977,402 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,977,402 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% (1) |
| 14 |
TYPE OF REPORTING PERSON IN |
(1) Calculated based on information included in the Form 10-Q filed by the Corporation for the quarterly period ended September 30, 2015, which reported that 20,742,660 shares of Common Stock were outstanding as of November 5, 2015.
SCHEDULE 13D
| CUSIP No. 655107100 | Page 5 of 6 Pages |
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on June 23, 2014, as amended on August 4, 2014, as amended on January 7, 2015, as amended on April 10, 2015, and as amended on May 13, 2015 (the “Schedule 13D”), with respect to the Common Stock, no par value (the “Common Stock”), of Noble Roman’s, Inc., an Indiana Corporation (the “Corporation” or “Issuer”). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On November 12, 2015 the Reporting Persons delivered a letter to the Board of Directors of the Issuer (the “Board”). The letter outlines the significant concerns of the Reporting Persons regarding the lack of accountability of the Issuer’s management and Board following a prolonged period of underperformance. Specifically, the Reporting Persons note that their recommendations for ways in which the Issuer can create sustainable shareholder value have been repeatedly ignored by the Board. This coincides with continued disappointing operating results following management’s repeated overoptimistic public financial guidance. The letter further expresses the belief that shareholder confidence with management and the Board has eroded and this lack of confidence is the main driver of a persistent public market valuation discount relative to the intrinsic value of the Issuer’s business. Accordingly, the Reporting Persons urge the Board to either make dramatic changes to the Issuer’s leadership or retain an unaffiliated investment bank to evaluate all strategic alternatives, including a sale of the Issuer, to maximize value for shareholders.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Letter to the Board of Directors of the Issuer. |
SCHEDULE 13D
| CUSIP No. 655107100 | Page 6 of 6 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: November 12, 2015 | PRIVET FUND LP | |
| By: Privet Fund Management LLC, | ||
| Its Managing Partner | ||
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Its: Sole Manager | ||
| PRIVET FUND MANAGEMENT LLC | ||
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Its: Sole Manager | ||
| /s/ Ryan Levenson | ||
| Ryan Levenson | ||