(Amendment No. 1)1
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
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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BANDERA PARTNERS LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,035,562 |
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OWNED BY |
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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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7 |
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SOLE DISPOSITIVE POWER |
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2,035,562 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,035,562 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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14.1% |
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TYPE OF REPORTING PERSON |
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IA, OO |
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1 |
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NAME OF REPORTING PERSON |
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GREGORY BYLINSKY |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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UNITED STATES |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,035,562 |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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2,035,562 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,035,562 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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14.1% |
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TYPE OF REPORTING PERSON |
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HC, IN |
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1 |
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NAME OF REPORTING PERSON |
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JEFFERSON GRAMM |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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UNITED STATES |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,035,562 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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2,035,562 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,035,562 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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14.1% |
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TYPE OF REPORTING PERSON |
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HC, IN |
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Although the Reporting Persons (as defined below)
qualified to file the initial Statement on Schedule 13G pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934, as amended,
they elected to voluntarily file the initial Statement on Schedule 13G earlier than was required pursuant to Rule 13d-1(c) under the Securities
Exchange Act of 1934, as amended.
| Item 1(a). | Name of Issuer: |
The Joint Corp. (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
16767 N. Perimeter Drive, Suite 110
Scottsdale, Arizona 85260
| Item 2(a). | Name of Person Filing: |
This statement is filed by Bandera Partners
LLC, a Delaware limited liability company (“Bandera Partners”), Gregory Bylinsky and Jefferson Gramm. Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Bandera Partners, Mr. Bylinsky and Mr. Gramm
are filing this Statement with respect to 2,035,562 shares of Common Stock (the “Master Fund’s Shares”) directly held
by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”) as of May 9, 2022.
Bandera Partners is the investment manager
of Bandera Master Fund and may be deemed to have beneficial ownership over the Master Fund’s Shares by virtue of the sole and exclusive
authority granted to Bandera Partners by Bandera Master Fund to vote and dispose of the Master Fund’s Shares.
Mr. Bylinsky and Mr. Gramm are Managing
Partners, Managing Directors and Portfolio Managers of Bandera Partners.
The filing of this Schedule 13G 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 (as defined below) reported herein. Each of the Reporting Persons specifically disclaims
beneficial ownership of the Shares reported herein. Without limiting the foregoing sentence, Bandera Master Fund specifically disclaims
beneficial ownership of the Master Fund’s Shares by virtue of its inability to vote or dispose of such Shares.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each
of the Reporting Persons is 50 Broad Street, Suite 1820, New York, New York 10004.
Bandera Partners is organized under the
laws of the State of Delaware. Each of Messrs. Bylinsky and Gramm is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share
(the “Shares”).
47973J102
| Item 3. | If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a: |
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/X/ |
Not Applicable |
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(a) |
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). |
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(f) |
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). |
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(g) |
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). |
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(h) |
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
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(j) |
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). |
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(k) |
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). |
All ownership information
reported in this Item 4 is as of the close of business on May 9, 2022.
Bandera Partners
LLC
| (a) | Amount beneficially owned: |
2,035,562 Shares
14.1% (based on 14,461,332 Shares outstanding
as of April 25, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2022)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
2,035,562 Shares
| (ii) | Shared power to vote or to direct the vote |
0 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
2,035,562 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
0 Shares
Gregory Bylinsky
| (a) | Amount beneficially owned: |
2,035,562 Shares
14.1% (based on 14,461,332 Shares outstanding
as of April 25, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2022)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
0 Shares
| (ii) | Shared power to vote or to direct the vote |
2,035,562 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
0 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
2,035,562 Shares
Jefferson Gramm
| (a) | Amount beneficially owned: |
2,035,562 Shares
14.1% (based on 14,461,332 Shares outstanding
as of April 25, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2022)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
0 Shares
| (ii) | Shared power to vote or to direct the vote |
2,035,562 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
0 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
2,035,562 Shares
| 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. |
The right to receive dividends from,
or the proceeds from the sale of, the Master Fund’s Shares is held by Bandera Master Fund, a private investment fund for which Bandera
Partners serves as investment manager. Bandera Partners, Mr. Bylinsky and Mr. Gramm disclaim beneficial ownership of the Master Fund’s
Shares reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1 to the Schedule 13G filed
by the Reporting Persons with the Securities and Exchange Commission on March 11, 2022.
| Item 9. | Notice of Dissolution of 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.
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: May 10, 2022
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BANDERA PARTNERS LLC |
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By: |
/s/ Gregory Bylinsky |
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Name: |
Gregory Bylinsky |
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Title: |
Managing Director |
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By: |
/s/ Gregory Bylinsky |
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Name: |
Gregory Bylinsky |
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By: |
/s/ Jefferson Gramm |
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Name: |
Jefferson Gramm |