Statement of Ownership (sc 13g)
August 22 2017 - 6:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
_____________
Papa Murphy’s Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
698814100
(CUSIP Number)
August 10, 2017
(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this schedule is filed:
|
*
|
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
13G
CUSIP No. 698814100
|
Page
2
of 9
|
1
|
name
of reporting person
Vintage Capital Management,
LLC
|
2
|
check
the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3
|
sec
use only
|
4
|
citizenship
or place of organization
Delaware
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY
EACH REPORTING PERSON
WITH
|
5
|
sole
voting power
0
shares
|
6
|
shared
voting power
1,641,969 shares
|
7
|
sole
dispositive power
0 shares
|
8
|
shared
dispositive power
1,641,969 shares
|
9
|
aggregate
amount beneficially owned by each reporting person
1,641,969 shares
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares
¨
|
11
|
percent
of class represented by amount in row (9)
9.7%
*
|
12
|
type
of reporting person
OO
|
|
|
|
|
|
*
|
Percentage
calculated based on 16,948,969 shares of common stock, par value $0.01 per share, outstanding
as of August 4, 2017, as reported by Papa Murphy’s Holdings, Inc. in its Form 10-Q
filed on August 9, 2017.
|
Schedule
13G
CUSIP No. 698814100
|
Page
3
of 9
|
1
|
name
of reporting person
Kahn Capital Management,
LLC
|
2
|
check
the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3
|
sec
use only
|
4
|
citizenship
or place of organization
Delaware
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY
EACH REPORTING PERSON
WITH
|
5
|
sole
voting power
0
shares
|
6
|
shared
voting power
1,641,969 shares
|
7
|
sole
dispositive power
0 shares
|
8
|
shared
dispositive power
1,641,969 shares
|
9
|
aggregate
amount beneficially owned by each reporting person
1,641,969 shares
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares
¨
|
11
|
percent
of class represented by amount in row (9)
9.7%
†
|
12
|
type
of reporting person
OO
|
|
|
|
|
|
†
|
Percentage
calculated based on 16,948,969 shares of common stock, par value $0.01 per share, outstanding
as of August 4, 2017, as reported by Papa Murphy’s Holdings, Inc. in its Form 10-Q
filed on August 9, 2017.
|
Schedule
13G
CUSIP No. 698814100
|
Page
4
of 9
|
1
|
name
of reporting person
Brian R. Kahn
|
2
|
check
the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3
|
sec
use only
|
4
|
citizenship
or place of organization
United States of America
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY
EACH REPORTING PERSON
WITH
|
5
|
sole
voting power
0
shares
|
6
|
shared
voting power
1,641,969 shares
|
7
|
sole
dispositive power
0 shares
|
8
|
shared
dispositive power
1,641,969 shares
|
9
|
aggregate
amount beneficially owned by each reporting person
1,641,969 shares
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares
¨
|
11
|
percent
of class represented by amount in row (9)
9.7%
‡
|
12
|
type
of reporting person
IN
|
|
|
|
|
|
‡
|
Percentage
calculated based on 16,948,969 shares of common stock, par value $0.01 per share, outstanding
as of August 4, 2017, as reported by Papa Murphy’s Holdings, Inc. in its Form 10-Q
filed on August 9, 2017.
|
Schedule
13G
CUSIP No. 698814100
|
Page
5
of 9
|
|
Item 1(a).
|
Name of Issuer
|
Papa Murphy’s Holdings,
Inc. (the “
Issuer
”).
|
Item 1(b).
|
Address of Issuer’s
Principal Executive Offices
|
8000 NE Parkway Drive,
Suite 350, Vancouver, WA 98662.
|
Item 2(a).
|
Name of Person Filing
|
This Schedule 13G is
filed by:
|
(i)
|
Vintage Capital Management, LLC,
a Delaware limited liability company (“
Vintage Capital
”);
|
|
(ii)
|
Kahn Capital Management, LLC,
a Delaware limited liability company (“
Kahn Capital
”), who serves
as a member and majority owner of Vintage Capital; and
|
|
(iii)
|
Brian R. Kahn, who serves as
(A) the manager and a member of Vintage Capital; and (B) the manager and sole member
of Kahn Capital.
|
Vintage Capital, Kahn
Capital and Mr. Kahn are referred to collectively as the “
Reporting Persons
.”
Vintage Capital serves
as investment adviser to investment funds and managed accounts (collectively, the “
Accounts
”), and may be deemed
to have beneficial ownership over the shares of Common Stock held for the Accounts.
The Reporting Persons
have entered into a joint filing agreement, a copy of which is attached as Exhibit 1.
|
Item 2(b).
|
Address of Principal Business
Office or, if None, Residence
|
The address of the principal
business and principal office of each of the Reporting Persons is 4705 S. Apopka Vineland Road, Suite 210, Orlando, FL 32819.
Vintage Capital is a
Delaware limited liability company.
Kahn Capital is a Delaware
limited liability company.
Brian R. Kahn is a United
States citizen.
|
Item 2(d).
|
Title of Class of Securities
|
Common Stock, par value
$0.01 per share (the “
Common Stock
”).
698814100
Schedule
13G
CUSIP No. 698814100
|
Page
6
of 9
|
|
Item 3.
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If this statement is filed
pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
(
a)
|
☐
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Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
|
|
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|
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(b)
|
☐
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Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
|
|
|
|
|
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(c)
|
☐
|
Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
|
|
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(d)
|
☐
|
Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
|
☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
|
☐
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An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F).
|
|
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(g)
|
☐
|
A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G).
|
|
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(h)
|
☐
|
A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
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(i)
|
☐
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
|
☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
With respect to the beneficial
ownership of the reporting persons, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein
by reference.
|
Item 5.
|
Ownership of Five Percent
or Less of a Class.
|
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following.
¨
|
Item 6.
|
Ownership of More than Five
Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company.
|
Not applicable.
|
Item 8.
|
Identification and Classification
of Members of the Group.
|
Not applicable.
Schedule
13G
CUSIP No. 698814100
|
Page
7
of 9
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below, each
of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under §240.14a-11.
Schedule
13G
CUSIP No. 698814100
|
Page
8
of 9
|
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 21, 2017
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Vintage Capital Management, LLC
|
|
|
|
|
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By:
|
/s/
Brian R. Kahn
|
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Name:
|
Brian R. Kahn
|
|
|
Title:
|
Manager
|
|
Kahn Capital Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Brian R. Kahn
|
|
|
Name:
|
Brian R. Kahn
|
|
|
Title:
|
Manager
|
|
/s/
Brian R. Kahn
|
|
Brian R. Kahn
|
Schedule
13G
CUSIP No. 698814100
|
Page
9
of 9
|
EXHIBIT INDEX
Exhibit 1
|
Joint Filing Agreement*
|
________
* Previously filed.
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