Amended Statement of Beneficial Ownership (sc 13d/a)
July 05 2017 - 11:28AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13
d
-1(
a
)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13
d
-2(
a
)
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
The ONE Group Hospitality, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
88338K103
|
(CUSIP Number)
|
Mr. David L. Kanen
Kanen Wealth Management LLC
5850 Coral Ridge Drive, Suite 309
Coral Springs, Florida 33076
(631) 863-3100
|
With a copy to
:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
June 30, 2017
|
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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
).
CUSIP No. 88338K103
|
13D/A
|
Page 2 of 7 Pages
|
1
|
NAME OF REPORTING PERSON
Kanen Wealth Management LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO; AF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,223,816
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
2,223,816
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,223,816
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
|
CUSIP No. 88338K103
|
13D/A
|
Page 3 of 7 Pages
|
1
|
NAME OF REPORTING PERSON
David L. Kanen
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
2,223,816
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
2,223,816
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,223,816
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
CUSIP No. 88338K103
|
13D/A
|
Page 4 of 7 Pages
|
This Amendment No.
1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) amends the Statement of Beneficial
Ownership on Schedule 13D filed by the Reporting Persons on April 13, 2017 (as amended, the “Schedule 13D” or this
“Statement”), with respect to the Common Stock, par value $0.0001 per share (the “Common Stock”), of The
ONE Group Hospitality, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this
Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No.
1, the Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons
acquired the shares of Common Stock reported as owned by the Reporting Persons in the ordinary course of business. The shares of
Common Stock beneficially owned by KWM were acquired for the accounts of its customers. In addition, Mr. Kanen purchased shares
of Common Stock for his own account. The total cost for purchasing the shares of Common Stock reported as owned by the Reporting
Persons, including brokerage commissions, was approximately $4,463,296. The source of funds for the shares of Common Stock acquired
for the accounts of KWM’s customers were funds of such customers. The source of funds for the shares of Common Stock acquired
by The Philotimo Fund LLC was its working capital. The source of funds for the shares of Common Stock acquired by Mr. Kanen were
his personal funds.
Item 5. Interest in Securities of the Issuer.
(a)
The
Reporting Persons beneficially own in the aggregate 2,223,816 shares of Common Stock, which represents approximately 8.8% of the
Company’s outstanding shares of Common Stock.
KWM, in its role as
investment manager for customer accounts (collectively, the “Accounts”) to which it furnishes investment advice, and
Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own the 1,663,816 shares of Common Stock held in the
Accounts. KWM, as the general partner of The Philotimo Fund LLC, and Mr. Kanen, as the managing member of KWM, may each be deemed
to beneficially own the 560,000 shares of Common Stock held by The Philotimo Fund LLC. Mr. Kanen expressly disclaims such beneficial
ownership except to the extent of his pecuniary interest therein. Mr. Kanen directly owns 18,921 shares of Common Stock held in
the Accounts.
Each percentage ownership
of Common Stock set forth in this Statement is based on the 25,139,015 shares of Common Stock reported by the Company as outstanding
as of May 15, 2017 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2017.
(c) The transactions
effected by the Reporting Persons in the Common Stock during the last 60 days are set forth on Schedule A to this Statement. Each
of these transactions was effected through the open market.
CUSIP No. 88338K103
|
13D/A
|
Page 5 of 7 Pages
|
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
The Reporting Persons
have entered into a Joint Filing Agreement, which is set forth on the signature page to this Statement.
Except for the investment
advisory agreements between the Reporting Persons and the owners of the Accounts and the Joint Filing Agreement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect
to any securities of the Company.
CUSIP No. 88338K103
|
13D/A
|
Page 6 of 7 Pages
|
SIGNATURE
After reasonable inquiry
and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true,
complete and correct.
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of this Statement on Schedule 13D with respect to the shares of Common Stock of the Company.
Dated: July 5, 2017
KANEN WEALTH MANAGEMENT LLC
/s/ David L. Kanen
|
|
David L. Kanen
|
|
Managing Member
|
|
|
|
/s/ David L. Kanen
|
|
DAVID L. KANEN
|
|
CUSIP No. 88338K103
|
13D/A
|
Page 7 of 7 Pages
|
Schedule A
Transactions by the Reporting Persons
during the last 60 days:
Kanen Wealth Management LLC
:
Transaction Date
|
|
Number of Shares
Bought/(Sold)
|
|
|
Price Per
Share ($)
|
|
04/17/2017
|
|
|
7,587
|
|
|
|
2.081
|
|
04/18/2017
|
|
|
19,536
|
|
|
|
2.097
|
|
05/03/2017
|
|
|
2,500
|
|
|
|
2.170
|
|
06/16/2017
|
|
|
19,400
|
|
|
|
2.029
|
|
06/30/2017
|
|
|
12,200
|
|
|
|
2.079
|
|
The Philotimo Fund LLC
:
Transaction Date
|
|
Number of Shares
Bought/(Sold)
|
|
|
Price Per
Share ($)
|
|
05/01/2017
|
|
|
210,000
|
|
|
|
2.181
|
|
|
|
|
|
|
|
|
|
|
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