Statement of Beneficial Ownership (sc 13d)
November 01 2021 - 4:43PM
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. )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)
BRADLEY L. RADOFF
2727 Kirby Drive
Unit 29L
Houston, Texas 77098
STEVE WOLOSKY
RYAN NEBEL
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 1, 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.
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.
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).
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1
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NAME OF REPORTING PERSON
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Bradley L. Radoff
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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490,979
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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490,979
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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490,979
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.0%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Schedule 13D (including all amendments hereto) is intended
to satisfy the undersigned’s continued reporting obligations since the filing by AB Value Management LLC (“AB Value”)
of Amendment No. 11 to its Schedule 13D, dated November 1, 2021 (the “AB Value Schedule 13D”), which included the undersigned
as a Reporting Person.
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Item 1.
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Security and Issuer.
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This statement relates to
the Common Stock, $0.001 par value per share (the “Shares”), of Rocky Mounting Chocolate Factory, Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive office of the Issuer is 265 Turner Drive, Durango, Colorado 8130.
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Item 2.
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Identity and Background.
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(a) This
statement is filed by Bradley L. Radoff (“Mr. Radoff” or the “Reporting Person”), with respect to the Shares directly
and beneficially owned by him.
(b) The
principal business address of Mr. Radoff is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098.
(c) The
principal occupation of Mr. Radoff is serving as a private investor and principal of Fondren Management LP, a private investment management
company.
(d) Mr.
Radoff has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr.
Radoff has not, 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) Mr.
Radoff is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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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). The aggregate purchase price of the 490,979 Shares directly owned by Mr. Radoff is approximately 3,585,126, including
brokerage commissions.
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Item 4.
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Purpose of Transaction.
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The Reporting Person purchased
the Shares based on the Reporting Person’s 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 Person, and
the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase
or decrease his 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 Person may deem advisable.
Mr. Radoff was a participant
in AB Value’s proxy solicitation in connection with the Issuer’s 2021 annual meeting of stockholders that resulted in the
election of Mark Riegel and Sandra Elizabeth Taylor to the Issuer’s Board of Directors (the “Board”).
The Reporting Person does
not have 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 or in connection with completion of, or following, any of the
actions discussed herein. 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
Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation,
engaging in additional communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer
or third parties, including potential acquirers and service providers about the Issuer and the Reporting Person’s investment, making
proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of
the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares,
selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing
his intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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The aggregate percentage
of Shares reported owned by each person named herein is based upon 6,127,581 Shares outstanding as of October 10, 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 October 15, 2021.
Mr. Radoff
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(a)
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As of the date hereof, Mr. Radoff directly beneficially owns 490,979 Shares.
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Percentage: Approximately 8.0%
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(b)
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1. Sole power to vote or direct vote: 490,979
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 490,979
4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Radoff has not entered into any transactions in the Shares since the
filing of Amendment No. 11 to the AB Value Schedule 13D.
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(d)
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No person other than the Reporting Person 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.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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There are no contracts, arrangements,
understandings or relationships between the Reporting Person and any other person with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Not applicable.
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: November 1, 2021
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/s/ Bradley L. Radoff
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Bradley L. Radoff
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