Amended Statement of Beneficial Ownership (sc 13d/a)
March 21 2019 - 04:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 1)
Under
the Securities Exchange Act of 1934
NTN
Buzztime, Inc.
(Name
of Issuer)
Common
Stock, par value $.005 per share
(Title
of Class of Securities)
629410606
(CUSIP
Number)
Ram
Krishnan
1800
Aston Avenue
Suite
100
Carlsbad,
CA 92008
(760)
438-7400
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
19, 2019
(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
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.
1.
|
Names
of Reporting Persons
Ram
Krishnan
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
[
]
|
|
(b)
|
[
]
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
|
PF
|
5.
|
Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
|
203,887
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
203,887
|
10.
|
Shared Dispositive Power
|
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
203,887
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
[
]
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
6.74%
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
Pursuant
to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to Schedule 13D (this “
Amendment
No. 1
”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “
SEC
”)
on February 6, 2018 (the “
Schedule 13D
”).
The
Schedule 13D relates to the shares of common stock (the “
Stock
”) of NTN Buzztime, Inc. (the “
Issuer
”)
owned by Ram Krishnan (the “
Reporting Person
”). Except as specifically amended by this Amendment No. 1, items
in the Schedule 13D are unchanged.
This
Amendment No. 1 reports an increase in the Reporting Persons’ percentage of beneficial ownership of the outstanding shares
of Stock since the date the Reporting Persons’ last filing on Schedule 13D. Capitalized terms used herein that are not defined
herein have the meanings ascribed to them in the Schedule 13D.
Item
1.
|
|
Security
and Issuer
|
Item
1 of the Schedule 13D is hereby amended to update the address of the Issuer’s principal executive offices as follows:
The
address of the Issuer’s principal executive offices is 1800 Aston Avenue, Suite 100, Carlsbad, CA 92008.
Item
2.
|
|
Identity
and Background
|
Paragraph
(b) of Item 2 of the Schedule 13D is hereby amended by replacing it in its entirety with:
|
(b)
|
The
principal business address for the Reporting Person is 1800 Aston Avenue, Suite 100,
Carlsbad, CA 92008.
|
Item
3.
|
|
Source
and Amount of Funds or Other Consideration
|
Item
3 of the Schedule 13D is hereby amended by replacing it in its entirety with:
The
Reporting Person is the beneficial owner of 203,887 shares of Common Stock consisting of: (i) 56,526 shares of Common Stock and
(ii) 147,361 shares of Common Stock subject to restricted stock units and options owned by the Reporting Person. The shares of
Common Stock subject to restricted stock units and options owned by the Reporting Person are subject to vesting, but all shares
underlying such restricted stock units and options have been included in this report, regardless of the date of any future vesting.
The
Reporting Person acquired the shares of Common Stock with personal funds (approximately $250,000 worth of purchases between May
2015 and November 2016)), in connection with compensation arrangements (15,718 shares issued in lieu of cash bonus earned in 2016),
and in connection with the settlement of vested restricted stock units, net of shares withheld to cover taxes (4,908 shares).
The Reporting Person acquired restricted stock units and options described in clause (ii) of the paragraph above in connection
with compensation arrangements with the Issuer.
Item
5.
|
|
Interest
in Securities of the Issuer
|
Paragraph
(a) of Item 5 of the Schedule 13D is hereby amended by replacing it in its entirety with:
|
(a)
|
As
of March 19, 2019, the Reporting Person beneficially owned 203,887 shares of Common Stock,
or 6.74% of the outstanding shares of Common Stock as of that date, based on 2,877,180
shares of Common Stock outstanding as of March 20,2019.
|
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:
March 21, 2019
|
By:
|
/s/
Ram Krishnan
|
|
Name:
|
Ram
Krishnan
|
|
Title:
|
Chief
Executive Officer
|
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