MEET Meet Group Inc

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 1 is hereby amended and restated to read as follows:

This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of The Meet Group, Inc., a Delaware corporation   (the “Issuer”).  The address of the principal executive offices of the Issuer is 100 Union Square Drive, New Hope, Pennsylvania 18938.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Harvest Small Cap Master and Harvest Small Cap were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 2,763,182 Shares beneficially owned by Harvest Small Cap Master is approximately $9,895,113, including brokerage commissions.  The aggregate purchase price of the 1,661,818 Shares beneficially owned by Harvest Small Cap is approximately $5,611,563, including brokerage commissions.  

Item 4 is hereby amended to add the following:

On June 27, 2017, Harvest Capital and certain of its affiliates (collectively, “Harvest”) entered into a cooperation agreement with the Issuer (the “Cooperation Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”).

Pursuant to the terms of the Cooperation Agreement, the Issuer agreed to appoint Jim Parmelee to the Board, effective immediately, and an additional independent director (together with Mr. Parmelee, the “New Directors”) within ninety (90) days of the Cooperation Agreement from a pool of approved candidates (or such other candidates as Harvest and the Issuer shall mutually agree upon), each with a term expiring at the Issuer’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). The Issuer also agreed, among other things, to: (i) accept the resignation of one existing member of the Board to become effective immediately prior to the appointment of Mr. Parmelee as a director; (ii) increase the size of the Board from six (6) to seven (7) directors; (iii) appoint each of the New Directors to at least one (1) of the three (3) standing committees of the Board that the Issuer is required to maintain pursuant to the NASDAQ listing standards; provided that, with respect to each such committee appointment, the New Director is and continues to remain eligible to serve as a member of such committee pursuant to applicable law and the rules of NASDAQ that are applicable to the composition of such committee; and (iv) not increase the size of the Board beyond seven (7) members without the unanimous approval of the Board until the expiration of the Standstill Period (as defined below).

The Cooperation Agreement also provides that if any of the New Directors (or any replacement director) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the Standstill Period and at such time Harvest beneficially owns in the aggregate at least three percent (3.0%) of the Issuer’s then outstanding Shares, subject to adjustment, then Harvest and the Issuer will work together in good faith to appoint a mutually agreed-upon replacement director.

Pursuant to the terms of the Cooperation Agreement, Harvest agreed, among other things, to: (i) appear in person or by proxy at each annual and special meeting of stockholders held during the Standstill Period such that all Shares owned by Harvest are counted as present thereat for purposes of establishing a quorum and vote all Shares beneficially owned by it on the Issuer’s proxy card or voting instruction form (a) in favor of the election of only the nominees nominated and recommended by the Board and (b) in accordance with the Board’s recommendation with respect to any other proposal presented at such meeting unless (x) Institutional Shareholder Services Inc. recommends otherwise with respect to any such proposal (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board), or (y) such proposal relates to an Opposition Matter (as defined in the Cooperation Agreement) submitted by the Board to stockholders for approval.

Harvest also agreed to certain customary standstill provisions until 11:59 p.m. Eastern Time on the date of the certification of the vote of stockholders at the 2018 Annual Meeting (the “Standstill Period”). The standstill provisions generally prohibit Harvest and its affiliates from taking specified actions during the Standstill Period with respect to the Issuer and its securities, including, among others: (i) soliciting or participating in the solicitation of proxies; (ii) joining any other “group” or becoming party to any voting arrangement or agreement; (iii) seeking or encouraging others to submit nominations for the election or removal of directors; (iv) making stockholder proposals at any annual or special meeting of stockholders or offers with respect to mergers, acquisitions and other business combinations; or (v) calling, or supporting another stockholder’s call of, a special meeting of stockholders.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is referenced as Exhibit 99.1 hereto and is incorporated herein by reference. 

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reportedly owned by each person named herein is based upon 69,515,015 Shares outstanding, as of May 5, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2017.

Percentage: Approximately 6.4%

Percentage: Approximately 6.4%

Percentage: Approximately 4.0%

Percentage: Approximately 2.4%

Percentage: Approximately 2.4%

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended to add the following:

On June 27, 2017, Harvest and the Issuer entered into the Cooperation Agreement defined and described in Item 4 above and referenced as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 29, 2017

SCHEDULE A

Directors and Officers of Harvest Small Cap Partners Master, Ltd.

SCHEDULE B

Transactions in the Shares During the Past Sixty (60) Days

Harvest SMALL CAP PARTNERS MASTER, LTD .

HARVEST SMALL CAP PARTNERS, LP