RLH Red Lion Hotels

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Ouray Select, Ouray International and Nahal Partners were purchased with working capital (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 301,834 Shares beneficially owned by Ouray Select is approximately $2,870,441, including brokerage commissions. The aggregate purchase price of the 281,822 Shares beneficially owned by Ouray International is approximately $2,533,580, including brokerage commissions. The aggregate purchase price of the 632,629 Shares beneficially owned by Nahal Partners is approximately $6,762,804, including brokerage commissions.

Item 5 is hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 25,117,263 Shares outstanding as of July 31, 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 August 6, 2019.

As of the close of business on November 8, 2019, Ouray Select beneficially owned 301,834 Shares, constituting approximately 1.2% of the Shares outstanding.

As of the close of business on November 8, 2019, Ouray International beneficially owned 281,822 Shares, constituting approximately 1.1% of the Shares outstanding.

As of the close of business on November 8, 2019, Nahal Partners beneficially owned 632,629 Shares, constituting approximately 2.5% of the Shares outstanding.

Ouray Fund Management, as the general partner of each of Ouray Select and Nahal Partners, may be deemed to beneficially own the 934,463 Shares owned in the aggregate by Ouray Select and Nahal Partners, constituting approximately 3.7% of the Shares outstanding. Ouray Capital, as the investment manager of each of Ouray Select, Ouray International and Nahal Partners, may be deemed to beneficially own the 1,216,285 Shares owned in the aggregate by Ouray Select, Ouray International and Nahal Partners, constituting approximately 4.8% of the Shares outstanding. Ms. Piliptchak, as the Managing Member of each of Ouray Fund Management and Ouray Capital, may be deemed to beneficially own the 1,216,285 Shares owned in the aggregate by Ouray Select, Ouray International and Nahal Partners, constituting approximately 4.8% of the Shares outstanding.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that she or it does not directly own.

(b)       By virtue of their respective relationships with Ouray Select, each of Ouray Fund Management, Ouray Capital and Ms. Piliptchak may be deemed to have shared power to vote and dispose of the Shares reported owned by Ouray Select.

By virtue of their respective relationships with Ouray International, each of Ouray Capital and Ms. Piliptchak may be deemed to have shared power to vote and dispose of the Shares reported owned by Ouray International.

By virtue of their respective relationships with Nahal Partners, each of Ouray Fund Management, Ouray Capital and Ms. Piliptchak may be deemed to have shared power to vote and dispose of the Shares reported owned by Nahal Partners.

(c)       Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market.

(d)       No person other than the Reporting Persons 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.

(e)       As of November 8, 2019, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 8, 2019

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days

OURAY SELECT, LP

OURAY PARTNERS INTERNATIONAL LTD.

NAHAL PARTNERS, LP

^* The price reported is a weighted average price. The Shares were sold in multiple transactions at prices ranging from $2.8000 to $3.2000. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.