Amended Annual Statement of Changes in Beneficial Ownership (5/a)
March 14 2018 - 4:02PM
Edgar (US Regulatory)
FORM 5
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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Form 3 Holdings Reported
[
X
]
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Kanen David
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2. Issuer Name
and
Ticker or Trading Symbol
ONE Group Hospitality, Inc. [STKS]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Passive Investor
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(Last)
(First)
(Middle)
5850 CORAL RIDGE DRIVE, SUITE 309
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2017
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(Street)
CORAL SPRINGS, FL 33076
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
2/14/2018
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form Filed by One Reporting Person
_
X
_ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Common Stock
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11/21/2017
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P4
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28020
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A
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$1.9470
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2193776
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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11/22/2017
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P4
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3288
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A
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$2.0000
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2197064
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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11/24/2017
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P4
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6702
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A
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$2.0000
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2203766
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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11/28/2017
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P4
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2200
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A
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$2.0500
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2205966
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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11/29/2017
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P4
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40100
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A
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$2.1000
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2246066
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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11/30/2017
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P4
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17000
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A
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$2.2215
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2263066
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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12/1/2017
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P4
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1100
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A
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$2.2300
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2264166
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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12/15/2017
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P4
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20475
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A
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$2.1493
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2284641
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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12/21/2017
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P4
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4533
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A
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$2.1985
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2289174
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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12/22/2017
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P4
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22099
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A
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$2.1981
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2311273
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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12/27/2017
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P4
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227724
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A
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$2.2197
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2538997
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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12/28/2017
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P4
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150000
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A
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$2.2262
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2688997
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I
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Kanen Wealth Management LLC
(1)
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Common Stock
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12/29/2017
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P4
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35000
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A
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$2.39
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1845000
(2)
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I
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The Philotimo Fund LLC
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Common Stock
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18921
(2)
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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$1.63
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11/22/2017
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J
(2)
(3)
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125000
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5/15/2018
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5/15/2023
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Common Stock
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125000
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(3)
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125000
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I
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The Philotimo Fund LLC
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Explanation of Responses:
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(1)
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The Form 3 filed by Kanen Wealth Management LLC ("KWM"), Mr. Kanen and The Philotimo Fund LLC on November 20, 2017, indicates that KWM does not own any shares of the Issuer since KWM does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM. To align the Section 16 filings with the Schedule 13D, as amended, filed by KWM and Mr. Kanen, Item 6 of Table 1 above has been revised to reflect KWM's beneficial ownership of the Company's Common Stock as reported in the Schedule 13D, excluding the shares owned by The Philotimo Fund LLC, which are reported separately in Item 6, of Table 1 above.
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(2)
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Mr. Kanen beneficially owns 4,553,997 shares of Common Stock, which represent approximately 16.6% of the Company's outstanding shares of Common Stock. Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the 2,688,997 shares of Common Stock held in customer accounts managed by KWM (including the 18,921 shares held in Mr. Kanen's account) and the 1,845,000 shares of Common Stock and the 125,000 warrants held by The Philotimo Fund LLC, of which KWM is the general partner. Mr. Kanen expressly disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Mr. Kanen does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM other than the shares held in Mr. Kanen's account.
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(3)
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The warrants were received in connection with a private purchase of shares of the Issuer.
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Remarks:
This amendment to Form 5 is being filed to include the 125,000 warrants held by The Philotimo Fund LLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kanen David
5850 CORAL RIDGE DRIVE, SUITE 309
CORAL SPRINGS, FL 33076
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X
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Passive Investor
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Kanen Wealth Management LLC
10141 SWEET BAY COURT
PARKLAND, FL 33076
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X
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Passive Investor
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Philotimo Fund, LP
5850 CORAL RIDGE DRIVE, SUITE 309
CORAL SPRINGS, FL 33076
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X
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Passive Investor
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Signatures
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/s/ David L. Kanen
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3/14/2018
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**
Signature of Reporting Person
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Date
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/s/ Kanen Wealth Management LLC By: David L. Kanen, Managing Member
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3/14/2018
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**
Signature of Reporting Person
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Date
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/s/ The Philotimo Fund By: David L. Kanen
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3/14/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who 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.
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