Amended Statement of Beneficial Ownership (sc 13d/a)
August 27 2021 - 6:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 9)1
Rocky
Mountain Chocolate Factory, Inc.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
774678403
(CUSIP Number)
AB
Value Management LLC
Attn: Andrew Berger
208 Lenox Ave., #409
Westfield, NJ 07090
(855) 228-2583
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August
27, 2021
(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
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).
1
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.
CUSIP
NO. 774678403
|
1
|
NAME
OF REPORTING PERSON
AB
Value Partners, LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW
JERSEY
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
224,855
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
224,855
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,855
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.67%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
1
|
NAME
OF REPORTING PERSON
AB
Value Management LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
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 REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
460,189*
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
460,189*
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,189*
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.51%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
|
*
|
Consists
of the Shares owned directly by AB Value Partners and the Managed Account.
|
|
1
|
NAME
OF REPORTING PERSON
Bradley
Radoff
|
|
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 ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
330,001
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
330,001
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,001
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.39%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
1
|
NAME
OF REPORTING PERSON
Andrew
Berger
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
PF,
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
460,189*
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
460,189*
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,189
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.51%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
*
|
Consists
of the Shares owned directly by AB Value Partners and the Managed Account.
|
|
1
|
NAME
OF REPORTING PERSON
Mary
Kennedy Thompson
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
SC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,000
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
2,000
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
1
|
NAME
OF REPORTING PERSON
Mark
Riegel
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
1
|
NAME
OF REPORTING PERSON
Sandra
Elizabeth Taylor
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
1
|
NAME
OF REPORTING PERSON
Rhonda
J. Parish
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b): ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
The
following constitutes amendment number 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment
No. 9 amends the Schedule 13D, as specifically set forth herein.
|
|
Item
3.
|
Source
and Amount of Funds of Other Consideration.
|
Item
3 is hereby amended and restated as follows:
The
aggregate purchase price of the 460,189 Shares beneficially owned by AB Value Partners, AB Value Management and Mr. Berger is approximately
$4,205,586 including brokerage commissions. The Shares beneficially owned by AB Value Partners and AB Value Management were acquired
with working capital. The Shares directly owned by Mr. Berger were acquired with personal funds.
AB
Value Partners and AB Value Management effect purchases of securities primarily through margin accounts maintained for them with prime
brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable
federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held
in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
The
Shares covered by the Schedule 13D that are solely owned by Ms. Thompson were acquired in connection with Ms. Thompson’s service
on the Board and on certain Board committees.
The Shares purchased by Mr. Radoff were purchased
with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in
open market purchases unless otherwise set forth on Schedule A, which is incorporated by reference herein. The aggregate purchase price
of the 330,001 Shares beneficially owned by Mr. Radoff is approximately $2,295,543, including brokerage commissions.
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Item
5 is hereby amended and restated as follows:
(a) Each Reporting Person’s beneficial ownership
of the Common Stock as of the close of business on August 26, 2021 is reflected on that Reporting Person’s cover page. The Reporting
Persons may be deemed to be the beneficial owners of an aggregate of 792,190 shares of Common Stock, representing approximately 12.94%
of the issued and outstanding shares of Common Stock based upon 6,124,288 Shares outstanding as of June 25, 2021, 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 July 15, 2021.
By
virtue of their relationships with AB Value Partners discussed in further detail in Item 2, each of AB Value Management and Mr. Berger
may be deemed to beneficially own the Shares owned by AB Value Partners. By virtue of their relationships with AB Value Management discussed
in further detail in Item 2, each of AB Value Management and Mr. Berger may be deemed to beneficially own the Shares owned by the Managed
Account. By virtue of his relationship with AB Value Management discussed in further detail in Item 2, Mr. Berger may be deemed to beneficially
own the shares owned by AB Value Management.
(b) Each
of AB Value Partners, AB Value Management and Mr. Berger share the power to vote and dispose of the Shares beneficially owned, respectively,
by AB Value Partners and AB Value Management. Mr. Radoff has the sole power to vote or dispose of the 330,001 Shares beneficially owned
by him. Ms. Thompson has the sole power to vote or dispose of the 2,000 Shares directly owned by her. Mr. Riegel and Mses. Taylor and
Parish do not have shared power to vote or dispose of any Shares.
(c) Except as set forth in Schedule A, none of
the Reporting Persons has effected any transactions in the Shares since the filing of Amendment No. 8 to the Schedule 13D.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Shares.
(e) Not
applicable.
The
filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each
of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly
own.
SIGNATURES
After
reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
August 27, 2021
|
|
AB
Value Partners, LP
|
|
|
|
|
|
By:
|
AB Value Management LLC
|
|
|
|
General Partner
|
|
|
|
|
|
By:
|
/s/ Andrew Berger
|
|
|
|
Name:
|
Andrew Berger
|
|
|
|
Title:
|
Manager
|
|
|
|
|
|
AB
Value Management LLC
|
|
|
|
|
|
By:
|
/s/ Andrew Berger
|
|
|
|
Name:
|
Andrew Berger
|
|
|
|
Title:
|
Manager
|
|
|
|
|
|
/s/
Bradley L. Radoff
|
|
|
Name:
Bradley L. Radoff
|
|
|
|
|
|
/s/
Andrew Berger
|
|
|
Name:
Andrew Berger
|
|
|
|
|
|
/s/
Mary Kennedy Thompson
|
|
|
Name:
Mary Kennedy Thompson
|
|
|
|
|
|
/s/
Mark Riegel
|
|
|
Name:
Mark Riegel
|
|
|
|
|
|
/s/
Sandra Elizabeth Taylor
|
|
|
Name:
Sandra Elizabeth Taylor
|
|
|
|
|
|
/s/
Rhonda J. Parish
|
|
|
Name: Rhonda J. Parish
|
Schedule
A
Transactions in the Shares Since the Filing
of Amendment No. 8 to the Schedule 13D
The following table sets forth all transactions
with respect to the Common Stock effected since the filing of Amendment No. 8 to the Schedule 13D by or on behalf of the Reporting Persons.
Unless otherwise indicated, all such transactions were effected in the open market.
AB
Value Partners, LP
None
AB
Value Management LLC
None
Bradley
L. Radoff
|
Date of Purchase
|
|
Price Per Share ($)
|
|
Net Shares of Common Stock Purchased
|
|
|
|
|
|
|
|
08/23/2021
|
|
7.1737
|
|
11,407
|
|
|
|
|
|
|
|
08/24/2021
|
|
7.2945
|
|
3,594
|
|
|
|
|
|
|
|
08/26/2021
|
|
7.7306
|
|
10,000
|
Andrew
Berger
None
Mary
Kennedy Thompson
None
Mark
Riegel
None
Sandra
Elizabeth Taylor
None
Rhonda
J. Parish
None
12
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