Amended Statement of Beneficial Ownership (sc 13d/a)
June 04 2020 - 1:57PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)
NTN
Buzztime, Inc.
(Name
of Issuer)
Common
Stock, par value $.005 per share
(Title
of Class of Securities)
629410606
(CUSIP
Number)
Jeffrey
A. Berg
603
N. Indian River Drive
Suite
300
Ft.
Pierce, FL 34950
(760)
438-7400
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May
28, 2020
(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 sections 240.13d-1(e), 240.13d-1(f) or 140.13d-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
section 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 the disclosures provided
in a prior cover page.
The
information required in 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).
Potential
persons who are to respond to the collection of information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
CUSIP
No. 629410606
1.
|
Names
of Reporting Persons
|
|
|
|
|
|
Matador
Capital Partners, L.P.
|
|
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
[ ]
|
|
(b)
|
[X]
|
|
|
|
|
|
|
3.
|
SEC
Use Only_________________________________
|
|
|
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
|
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
|
276,100
|
|
|
|
9.
|
Sole
Dispositive Power
|
0
|
|
|
|
10.
|
Shared
Dispositive Power
|
276,100
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
276,100
|
|
|
|
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[ ]
|
|
|
|
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
9.40%
|
|
|
|
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
PN
|
|
|
|
CUSIP
No. 629410606
1.
|
Names
of Reporting Persons
|
|
|
|
|
|
BFK
Investments LLC
|
|
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
[ ]
|
|
(b)
|
[X]
|
|
|
|
|
|
|
3.
|
SEC
Use Only_________________________________
|
|
|
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
|
AF
|
|
|
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
|
276,100
|
|
|
|
9.
|
Sole
Dispositive Power
|
0
|
|
|
|
10.
|
Shared
Dispositive Power
|
276,100
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
276,100
|
|
|
|
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[ ]
|
|
|
|
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
9.40%
|
|
|
|
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
|
|
CUSIP
No. 629410606
1.
|
Names
of Reporting Persons
|
|
|
|
|
|
Jeffrey
A. Berg
|
|
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
[ ]
|
|
(b)
|
[X]
|
|
|
|
|
|
|
3.
|
SEC
Use Only_________________________________
|
|
|
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
|
AF,
PF
|
|
|
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
|
|
|
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
|
U.S.
|
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
|
12,346
|
|
|
|
8.
|
Shared
Voting Power
|
276,100
|
|
|
|
9.
|
Sole
Dispositive Power
|
12,346
|
|
|
|
10.
|
Shared
Dispositive Power
|
276,100
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
288,446
|
|
|
|
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[ ]
|
|
|
|
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
9.82%
|
|
|
|
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN,
HC
|
|
|
|
CUSIP
No. 629410606
Pursuant
to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 11 to Schedule 13D (this “Amendment
No. 11”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”)
on September 29, 2008 (the “Original Schedule 13D”), as amended by the amendments thereto previously filed
with the SEC on the dates indicated below (the Original Schedule 13D, as amended through and including this Amendment No. 11 are
collectively referred to herein as the “Schedule 13D”):
Amendment
No.
|
|
Filing
Date
|
1
|
|
December
19, 2008
|
2
|
|
January
14, 2011
|
3
|
|
January
14, 2011
|
4
|
|
March
7, 2012
|
5
|
|
September
13, 2012
|
6
|
|
December
27, 2012
|
7
|
|
April
21, 2014
|
8
|
|
November
4, 2016
|
9
|
|
March
31, 2017
|
10
|
|
June
29, 2018
|
The
Schedule 13D relates to the shares of Common Stock (the “Stock”) of NTN Buzztime, Inc. (the “Issuer”)
owned by Matador Capital Partners, L.P. (the “Fund”), BFK Investments LLC (“BFK”), the general
partner of the Fund, and Jeffrey A. Berg, the Managing Member of BFK. The Fund, BFK and Jeffrey A. Berg are collectively referred
to herein as the “Reporting Persons”. Except as specifically amended by this Amendment No. 11, items in the
Schedule 13D are unchanged.
This
Amendment No. 11 reports a decrease in the Reporting Persons’ ownership of (and percentage of beneficial ownership of) the
outstanding shares of Stock since the date the Reporting Persons’ last filing on Schedule 13D as a result of the Reporting
Persons’ sale of 146,900 shares of Stock through June 3, 2020 as follows:
Date
of Sale
|
|
Number
of Shares Sold
|
|
|
|
December
20, 2019
|
|
1,700
|
December
23, 2019
|
|
200
|
May
26, 2020
|
|
20,000
|
May
27, 2020
|
|
5,000
|
May
28, 2020
|
|
12,338
|
May
29, 2020
|
|
25,000
|
June
1, 2020
|
|
30,000
|
June
2, 2020
|
|
30,730
|
June
3, 2020
|
|
21,932
|
Information
in this Amendment No. 11 with respect to each of the Reporting Persons is given solely by that particular Reporting Person, and
none of the other Reporting Persons has any responsibility for the accuracy or completeness of information with respect to any
other Reporting Person. Capitalized terms used herein that are not defined herein have the meanings ascribed to them in the Schedule
13D.
Item
3. Source and Amount of Funds or Other Consideration
The
information provided in Item 5 of this Amendment No. 11 is incorporated by reference to this Item 3.
Item
3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
In
June 2017 and September 2017, Mr. Berg received 827 and 919 shares, respectively, of restricted stock awards reported in Item
5 of this Amendment No. 11 in lieu of a portion of the annual retainer earned by Mr. Berg in his capacity as a non-employee director
of the issuer with respect to the quarters ended June 30, 2017 and September 30, 2017. The restricted stock grants were fully
vested on the date of grant. The aggregate value of the shares issued was $11,248.
Item
5. Interest in Securities of the Issuer
Paragraphs
(a), (b) and (d) of Item 5 of the Schedule 13D are hereby amended by replacing them in their entirety with the following:
CUSIP
No. 629410606
(a),
(b) & (d): Each Reporting Person’s beneficial ownership of the Stock on the date of this Amendment No. 11 is reflected
on that Reporting Person’s cover page of this Amendment No. 11. The percentage of shares owned by the Reporting Persons
is based upon 2,936,769 shares of Stock outstanding, which is the number of shares outstanding on May 18, 2020, as reported in
the Issuer’s filings with the SEC. BFK is a limited liability company and serves as the general partner of the Fund with
the power to invest in, vote and dispose of the Stock on behalf the Fund. The Fund has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Stock. Only Mr. Berg as a limited partner in the Fund individually
has an interest through the Fund in more than 5% of the outstanding Stock. Mr. Berg is the Managing Member of BFK and controls
the investment decisions of BFK and the Fund. The Reporting Persons are filing the Schedule 13D jointly, but not as members of
a group, and each of them expressly disclaims membership in a group. Each of BFK and Mr. Berg disclaims beneficial ownership of
the Stock except to the extent of that Reporting Person’s pecuniary interest therein. In addition, the filing of the Schedule
13D on behalf of the Fund should not be construed as an admission that any of the other Reporting Persons is, and each of them
disclaims that it is, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of any of the
Stock covered by the Schedule 13D.
Paragraph
(c) of Item 5 of the Schedule 13D is hereby amended by the addition of the following:
(c)
The following sets forth all transactions with respect to Shares effected by the Reporting Persons since their last filing on
Schedule 13D: In June 2017 and September 2017, Mr. Berg received 827 and 919 shares, respectively, of restricted stock awards
reported in Item 5 of this Amendment No. 11 in lieu of a portion of the annual retainer earned by Mr. Berg in his capacity as
a non-employee director of the issuer with respect to the quarters ended June 30, 2017 and September 30, 2017. The restricted
stock grants were fully vested on the date of grant. The aggregate value of the shares issued was $11,248.
CUSIP
No. 629410606
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:
June 4, 2020
|
MATADOR
CAPITAL PARTNERS, L.P.
|
|
|
|
|
By:
|
|
|
Name:
|
BFK
Investments LLC
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Jeffrey A. Berg
|
|
Name:
|
Jeffrey
A. Berg
|
|
Title:
|
Managing
Member
|
|
|
|
Dated:
June 4, 2020
|
BFK
INVESTMENTS LLC
|
|
|
|
|
By:
|
/s/
Jeffrey A. Berg
|
|
Name:
|
Jeffrey
A. Berg
|
|
Title:
|
Managing
Member
|
|
|
|
Dated:
June 4, 2020
|
JEFFREY
A. BERG
|
|
|
|
|
|
/s/
Jeffrey A. Berg
|
|
|
Jeffrey
A. Berg
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
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