UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Diversified Restaurant Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
25532M 10 5
(CUSIP Number)
Michael T. Raymond
Dickinson Wright, PLLC
2600 W. Big Beaver Rd., Suite 300
Troy, Michigan 48084-3312
248-433-7274
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 13, 2014 (See Introduction)
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [___].
*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 disclosure 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).
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CUSIP No. 25532M 10 5 |
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1. |
NAMES OF REPORTING PERSON T. Michael Ansley | ||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
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3. |
SEC USE ONLY | ||
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4. |
SOURCE OF FUNDS OO | ||
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | ||
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER |
12,872,755 shares |
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8. |
SHARED VOTING POWER |
0 shares | |
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9. |
SOLE DISPOSITIVE POWER |
11,126,255 shares | |
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10. |
SHARED DISPOSITIVE POWER |
0 shares | |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,872,755 shares | ||
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ | ||
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13. |
49.40% | ||
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14. |
IN | ||
Introduction
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by T. Michael Ansley (“Mr. Ansley” or the “Reporting Person”) with respect to the common stock, par value $0.0001 per share (“Common Stock”) of Diversified Restaurant Holdings, Inc. (the “Issuer”).
The Reporting Person previously entered into a voting agreement, dated January 31, 2013, and amended on March 8, 2013. The agreement was designed for voting expediency and grants the Reporting Person voting authority over the shares of Common Stock held by his father, Thomas D. Ansley, and his brother, Mark C. Ansley. Under the terms of the voting agreement, the parties are free to sell or transfer shares of Common Stock and the agreement is automatically terminated with respect to any shares of Common Stock that a party sells or transfers. On February 13, 2014, Thomas D. Ansley reported on Schedule 13G that he currently owns 1,156,500 shares of Common Stock. Mark Ansley currently owns 590,000 shares of Common Stock.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
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(a) |
The Reporting Person beneficially owns the number of shares of Common Stock reflected in Column 1 of the table below next to his name. Column 2 shows the percentage that such number of shares bears to 26,055,575, which is the total number of shares reflected as outstanding on the Issuer’s Quarterly Report on Form 10-Q for the period ended September 29, 2013. |
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Column 1 Number of Shares |
Column 2 Percentage of Shares Outstanding | |
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T. Michael Ansley |
12,872,755 |
49.40% |
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(b) |
The following table summarizes sole and share voting and dispositive power of the Reporting Person. |
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Sole Power to Vote or Direct the Vote |
Shared Power to Vote or Direct the Vote |
Sole Power to Dispose or Direct the Disposition of |
Shared Power to Dispose or Direct the Disposition of | |
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T. Michael Ansley |
12,872,755 |
0 |
11,126,255 |
0 |
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(c) |
None. |
| (d) |
None. |
| (e) |
Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
No change.
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.
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By: |
/s/ T. Michael Ansley |
February 14, 2014 |
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T. Michael Ansley |
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