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 ☐.
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. 774678403
|
1
|
NAME
OF REPORTING PERSON
AB Value Partners, LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
222,455
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
222,455
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,455
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.74%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP NO. 774678403
|
1
|
NAME
OF REPORTING PERSON
AB Value Management LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
448,193*
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
448,193*
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,193*
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.53%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
* Consists of the Shares owned directly by AB Value Partners
and the Managed Account.
CUSIP NO. 774678403
|
1
|
NAME
OF REPORTING PERSON
Andrew Berger
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
PF, AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
448,193*
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
448,193*
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,193
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.53%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
* Consists of the Shares owned directly by AB Value Partners
and the Managed Account.
CUSIP NO. 774678403
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer
.
|
This statement relates
to the Common Stock, par value $0.001 per share (the “Shares”), of Rocky Mountain Chocolate Factory, Inc. (the “Issuer”). The
address of the principal executive offices of the Issuer is 265 Turner Drive, Durango, CO 81303.
|
Item 2.
|
Identity and Background.
|
|
|
(a)
|
This statement
is filed by:
|
|
|
(i)
|
AB Value Partners, LP,
a New Jersey limited partnership (“AB Value Partners”);
|
|
|
(ii)
|
AB Value Management LLC, a Delaware limited
liability company (“AB Value Management”), who manages each of AB Value Partners and a Managed Account; and
|
|
|
|
|
|
|
(iii)
|
Andrew Berger (“Mr. Berger”), who
serves as the managing member of AB Value Management.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of
the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly,
the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The addresses
of the principal offices of each of the Reporting Persons are as follows: 84 Elm Street, Westfield, New Jersey 07090.
(c) The principal
business of AB Value Partners is investing in securities. The principal business of AB Value Management is to manage
AB Value Partners. The principal occupation of Mr. Berger is serving as the managing member of AB Value Management.
(d) No Reporting
Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting
Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) AB Value
Management is organized under the laws of the State of Delaware. AB Value Partners is organized under the laws of
the State of New Jersey. Mr. Berger is a citizen of the United States of America.
CUSIP NO. 774678403
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
The aggregate purchase
price of the 448,193 Shares beneficially owned by the AB Value Partners, AB Value Management and Mr. Berger is approximately $4,091,847
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.
|
Item 4.
|
Purpose of Transaction
.
|
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the
Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase
or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable. The Reporting Persons have discussed the Issuer’s business with persons then members of Issuer’s
management team, and intend to discuss with the management team and Board of Directors (the “Board”) ways to potentially
improve the Issuer’s capital allocation practices, operational improvement plans, growth initiatives, investor communications
and corporate governance, among other topics.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The
Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions
with management and the Board concerning, among other things, the business, operations and future plans of the Issuer.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, making proposals to the Issuer concerning changes to the capitalization, capital allocation strategy, ownership structure,
including a sale of the Issuer as a whole or in parts, Board structure (including Board composition), or operations of the Issuer,
engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons, purchasing or proposing
to purchase additional Shares, selling some or all of their Shares, engaging in hedging or similar transaction with respect to
the Shares or changing their intention with respect to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
(a) The aggregate
percentage of Shares reported owned by each person named herein is based upon 5,948,660 Shares outstanding as of January 10, 2019,
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 January 14, 2019.
CUSIP NO. 774678403
As of the close
of business on April 26, 2019, AB Value Partners directly owned 222,455 Shares, constituting approximately 3.74% of the Shares
outstanding. 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.
As of the close
of business on April 26, 2019, AB Value Management had caused the Managed Account to directly own 225,738 Shares, constituting
approximately 3.79% of the Shares outstanding. 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 beneficially owned by AB Value Management.
(b) Each of
the 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.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All
of such transactions were effected in the open market.
(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 construed as 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 of the Shares reported herein. Each of the Reporting
Persons specifically disclaims beneficial ownership of the Shares reported herein that are not beneficially owned by such Reporting
Person.
|
Item 6.
|
Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
.
|
On April 26, 2019,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A
copy of this agreement is attached as an exhibit hereto and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
CUSIP NO. 774678403
SIGNATURES
After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 26, 2019
|
|
AB Value Partners, L.P.
|
|
|
|
|
|
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/
Andrew Berger
|
|
|
Name: Andrew Berger
|
CUSIP NO. 774678403
SCHEDULE
A
Transactions
in the Shares During the Past 60 Days
AB
Value Partners, LP
|
Date of Purchase
|
|
Price Per Share
|
|
Net Shares of Common
Stock Purchased
|
|
3/5/2019
|
|
4,350
|
|
9.15
|
|
3/6/2019
|
|
4,559
|
|
9.01
|
|
3/7/2019
|
|
890
|
|
9.09
|
|
3/8/2019
|
|
7,633
|
|
9.02
|
|
3/11/2019
|
|
950
|
|
8.97
|
|
3/14/2019
|
|
5,232
|
|
9.00
|
|
3/20/2019
|
|
500
|
|
9.07
|
|
3/21/2019
|
|
50
|
|
9.00
|
|
3/22/2019
|
|
150
|
|
8.93
|
|
3/25/2019
|
|
2,500
|
|
9.07
|
|
3/26/2019
|
|
2,824
|
|
9.04
|
|
3/27/2019
|
|
150
|
|
9.14
|
|
3/28/2019
|
|
1,050
|
|
9.21
|
|
4/2/2019
|
|
62
|
|
9.20
|
|
4/3/2019
|
|
2,944
|
|
9.21
|
|
4/4/2019
|
|
1,750
|
|
9.24
|
|
4/5/2019
|
|
516
|
|
9.22
|
|
4/9/2019
|
|
1,300
|
|
9.20
|
|
4/11/2019
|
|
4,233
|
|
9.22
|
|
4/12/2019
|
|
2,226
|
|
9.32
|
|
4/15/2019
|
|
23,955
|
|
9.55
|
|
4/16/2019
|
|
12,599
|
|
9.60
|
|
4/17/2019
|
|
13,777
|
|
9.60
|
|
4/18/2019
|
|
7,507
|
|
9.60
|
|
4/22/2019
|
|
31,200
|
|
9.60
|
|
4/24/2019
|
|
1,000
|
|
9.56
|
|
4/25/2019
|
|
15,228
|
|
9.62
|
|
4/26/2019
|
|
1,100
|
|
9.61
|
CUSIP
NO. 774678403
AB
Value Management LLC
|
Date of Purchase
|
|
Price Per Share
|
|
Net Shares of Common
Stock Purchased
|
|
3/5/2019
|
|
4,350
|
|
9.15
|
|
3/6/2019
|
|
4,559
|
|
9.01
|
|
3/7/2019
|
|
890
|
|
9.09
|
|
3/8/2019
|
|
7,633
|
|
9.02
|
|
3/11/2019
|
|
950
|
|
8.97
|
|
3/14/2019
|
|
5,232
|
|
9.00
|
|
3/20/2019
|
|
500
|
|
9.07
|
|
3/21/2019
|
|
50
|
|
9.00
|
|
3/22/2019
|
|
150
|
|
8.93
|
|
3/25/2019
|
|
2,500
|
|
9.07
|
|
3/26/2019
|
|
2,824
|
|
9.04
|
|
3/27/2019
|
|
150
|
|
9.14
|
|
3/28/2019
|
|
1,050
|
|
9.21
|
|
4/2/2019
|
|
62
|
|
9.20
|
|
4/3/2019
|
|
2,944
|
|
9.21
|
|
4/4/2019
|
|
1,750
|
|
9.24
|
|
4/5/2019
|
|
516
|
|
9.22
|
|
4/9/2019
|
|
1,300
|
|
9.20
|
|
4/11/2019
|
|
4,233
|
|
9.22
|
|
4/12/2019
|
|
2,226
|
|
9.32
|
|
4/15/2019
|
|
23,955
|
|
9.55
|
|
4/16/2019
|
|
12,599
|
|
9.60
|
|
4/17/2019
|
|
13,777
|
|
9.60
|
|
4/18/2019
|
|
7,507
|
|
9.60
|
|
4/22/2019
|
|
31,200
|
|
9.60
|
|
4/24/2019
|
|
1,000
|
|
9.56
|
|
4/25/2019
|
|
15,228
|
|
9.62
|
|
4/26/2019
|
|
4,400
|
|
9.61
|
Andrew
Berger
None