Amended Statement of Beneficial Ownership (sc 13d/a)
July 29 2019 - 6:16AM
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. 2)
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
200
Sheffield Street, Suite 311
Mountainside,
NJ 07092
(855)
228-2583
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July
25, 2019
(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
).
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)
3.77%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP NO. 774678403
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)
7.71%
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
*
|
Consists
of the Shares owned directly by AB Value Partners and the Managed Account.
|
CUSIP NO. 774678403
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)
7.71%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
*
|
Consists
of the Shares owned directly by AB Value Partners and the Managed Account.
|
CUSIP NO. 774678403
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
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
|
CUSIP NO. 774678403
The
following constitutes amendment number 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment
No. 2 amends the Schedule 13D, as specifically set forth herein.
|
Item
2.
|
Identity
and Background
.
|
Item
2(a)(iv) is hereby amended and restated as follows:
Mary
Kennedy Thompson (“Ms. Thompson”), as a nominee for the Board (Ms. Thompson, together with Mr. Berger, the “Nominees”
and each, a “Nominee”).
|
Item
4.
|
Purpose
of Transaction
.
|
Item
4 is hereby amended to add the following:
On
July 25, 2019, AB Value Management filed a preliminary proxy statement to be used
—
once
definitive
—
to solicit votes to elect each of Mr. Berger and Ms. Thompson
to the Board, and to approve the business proposal for consideration by stockholders at the Annual Meeting, which calls for
the Issuer to redeem any poison pill previously issued and to abstain from adopting or extending any poison pill, unless such
adoption or extension has been submitted to a stockholder vote, as a separate ballot item, within the previous twelve (12)
months.
|
Item
5.
|
Interest
in Securities of the Issuer
.
|
Items
5(a) and 5(c) are hereby amended and restated as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 5,965,827 Shares outstanding as of June
25, 2019, 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, 2019.
As
of the close of business on July 26, 2019, AB Value Partners directly owned 224,855 Shares, constituting approximately 3.77% of
the Shares outstanding. 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.
As
of the close of business on July 26, 2019, AB Value Management had caused the Managed Account to directly own 235,334 Shares,
constituting approximately 3.94% of the Shares outstanding. By virtue of their relationships with AB Value Management discussed
in further detail in Item 2 described in that amendment number 1 to the Schedule 13D filed May 22, 2019 (“Amendment No.
1”), 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 also discussed in further detail in Item 2, Mr. Berger may be deemed to
beneficially own the Shares beneficially owned by AB Value Management. Ms. Thompson does not directly own any Shares and may not
be deemed to beneficially own any Shares.
(c) Other
than as disclosed in Amendment No. 1, the Reporting Persons have not effected any transactions in securities of the Issuer during
the past sixty (60) days.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item
6 is hereby amended to add the following:
On
July 25, 2019, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (i)
the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities
of the Issuer, (ii) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the
Annual Meeting (the “Solicitation”), and (iii) AB Value Partners and AB Value Management agreed to bear all expenses
incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the
Solicitation. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
July 25, 2019, AB Value Partners and AB Value Management entered into an Indemnification Agreement with each of Andrew Berger
and Mary Kennedy Thompson, pursuant to which AB Value Partners, AB Value Management have agreed to indemnify each of the Nominees
against certain claims arising from the Solicitation and any related transactions. The foregoing description of the Indemnification
Agreements is qualified in its entirety by reference to the Form of Indemnification Agreement, which is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
The
filing of this Amendment No. 2 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 reported herein. Each of
the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not beneficially owned
by such Reporting Person.
|
Item
7.
|
Material
to be Filed as Exhibits
.
|
Item
7 is hereby amended to add the following:
CUSIP NO. 774678403
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:
July 29, 2019
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AB
Value Partners, L.P.
|
|
|
|
|
|
By:
|
AB
Value Management LLC
|
|
|
General
Partner
|
|
|
|
|
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By:
|
/s/
Andrew Berger
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Name:
|
Andrew
Berger
|
|
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Title:
|
Manager
|
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|
|
|
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AB
Value Management LLC
|
|
|
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By:
|
/s/
Andrew Berger
|
|
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Name:
|
Andrew
Berger
|
|
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Title:
|
Manager
|
|
|
|
|
|
/s/
Andrew Berger
|
|
Name:
|
Andrew
Berger
|
|
|
|
|
|
/s/
Mary Kennedy Thompson
|
|
Name:
|
Mary
Kennedy Thompson
|
7
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