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

 

2

 

 

 

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.

 

3

 

 

 

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

 

4

 

 

 

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.

 

5

 

 

 

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

 

6

 

 

 

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

 

7

 

 

 

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

 

8

 

 

 

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

 

9

 

 

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.

 

10

 

 

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

 

11

 

 

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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