Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 5:26PM
Edgar (US Regulatory)
PAGE 1 OF 9
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 8)*
PAR
Technology Corporation
(Name
of Issuer)
Common
Stock, $.02 Par Value
(Title
of Class of Securities)
698884103
(CUSIP
Number)
December
31, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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 (the “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. 698884103
1 |
NAME
OF REPORTING PERSON
ADW
Capital Partners, L.P.
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☑ |
|
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, USA |
|
5 |
SOLE
VOTING POWER
0
|
NUMBER
OF
SHARES
BENEFICIALLY |
6 |
SHARED
VOTING POWER
2,700,114
shares of Common Stock |
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED
DISPOSITIVE POWER
2,700,114
shares of Common Stock
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,114
shares of Common Stock |
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
(1) |
12 |
|
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
| (1) | Based
upon 28,021,454 shares of common stock outstanding as of November 7, 2023, as disclosed in
the Form 10-Q that was filed on November 9, 2023, by the Issuer with the Securities and Exchange
Commission. |
CUSIP
No. 698884103
1 |
NAME
OF REPORTING PERSON
ADW
Capital Management, LLC
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☑ |
|
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, USA |
|
5 |
SOLE
VOTING POWER
0
|
NUMBER
OF
SHARES
BENEFICIALLY |
6 |
SHARED
VOTING POWER
2,700,114
shares of Common Stock |
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED
DISPOSITIVE POWER
2,700,114
shares of Common Stock
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,114
shares of Common Stock |
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
(1) |
12 |
|
TYPE
OF REPORTING PERSON
HC, IA |
|
|
|
|
|
| (1) | Based
upon 28,021,454 shares of common stock outstanding as of November 7, 2023, as disclosed in
the Form 10-Q that was filed on November 9, 2023, by the Issuer with the Securities and Exchange
Commission. |
CUSIP
No. 698884103
1 |
NAME
OF REPORTING PERSON
Adam
D. Wyden
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☑ |
|
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida, USA |
|
5 |
SOLE
VOTING POWER
0
|
NUMBER
OF
SHARES
BENEFICIALLY |
6 |
SHARED
VOTING POWER
2,700,114
shares of Common Stock |
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED
DISPOSITIVE POWER
2,700,114
shares of Common Stock
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,114
shares of Common Stock |
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
(1) |
12 |
|
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
| (1) | Based
upon 28,021,454 shares of common stock outstanding as of November 7, 2023, as disclosed in
the Form 10-Q that was filed on November 9, 2023, by the Issuer with the Securities and Exchange
Commission. |
| ITEM 1(a): | Name
of Issuer: |
Par
Technology Corporation (the “Issuer”)
| ITEM 1(b): | Address of Issuer’s Principal Executive Offices: |
8383
Seneca Turnpike, New Hartford, New York 13413
| ITEM 2(a): | Name
of Person Filing: |
This
statement is jointly filed by and on behalf of each of ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden. ADW
Capital Partners, L.P. is the record and direct beneficial owners of the securities covered by this statement. ADW Capital Management,
LLC is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, ADW Capital Partners,
L.P. Mr. Wyden is the sole manager of, and may be deemed to beneficially own securities owned by, ADW Capital Management, LLC.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered
by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i)
acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other
group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any
securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
| ITEM 2(b): | Address of Principal Business Office or, if None, Residence: |
The
address of the principal business office of each of the reporting persons is 6431 Allison Road, Miami Beach, Florida 33141.
See
Item 4 on the cover page(s) hereto.
| ITEM 2(d): | Title of Class of Securities: |
Common
Stock, $.02 Par Value
| ITEM 2(e): | CUSIP Number: 698884103 |
| ITEM
3: | If
This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
|
|
|
(a) |
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
(j) |
☐ |
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
(k) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not
applicable.
(a)
Amount Beneficially Owned: See Item 9 on the cover page(s) hereto.
(b)
Percent of Class: See Item 11 on the cover page(s) hereto.
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
(ii)
Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
(iii)
Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
(iv)
Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
| ITEM 5: | Ownership
of Five Percent or Less of a Class: |
Not
applicable.
| ITEM 6: | Ownership
of More than Five Percent on Behalf of Another Person: |
Not
applicable.
| ITEM
7: | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not
applicable.
| ITEM 8: | Identification
and Classification of Members of the Group: |
Not
applicable.
| ITEM 9: | Notice
of Dissolution of a Group: |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
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:
February 14, 2024 |
ADW
Capital Partners, L.P. |
| By: | ADW
Capital Management, LLC |
| Its:
General Partner |
| By: | /s/
Adam D. Wyden |
| | Name: Adam D. Wyden |
| | Title: Sole Manager |
| ADW
Capital Management, LLC |
| | |
| By: | /s/
Adam D. Wyden |
| | Name: Adam D. Wyden |
| | Title: Sole Manager |
| | |
| Adam
D. Wyden |
| |
| /s/
Adam D. Wyden |
| | |
EXHIBIT
INDEX
Members
of Group
ADW Capital Partners, L.P. SC 13G/A
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO SECTION 240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that
he, she or it knows or has reason to believe that such information is inaccurate.
Dated:
February 14, 2024 |
ADW
Capital Partners, L.P. |
| By: | ADW
Capital Management, LLC |
| Its:
General Partner |
| By: | /s/
Adam D. Wyden |
| | Name: Adam D. Wyden |
| | Title: Sole Manager |
| ADW
Capital Management, LLC |
| | |
| By: | /s/
Adam D. Wyden |
| | Name: Adam D. Wyden |
| | Title: Sole Manager |
| | |
| Adam
D. Wyden |
| | |
| /s/ Adam D. Wyden |
PAR Technology (NYSE:PAR)
Historical Stock Chart
From Apr 2024 to May 2024
PAR Technology (NYSE:PAR)
Historical Stock Chart
From May 2023 to May 2024