ansley20141215_sc13da.htm

0001437749-14-022121.txt : 20141216 0001437749-14-022121.hdr.sgml : 20141216 20141215174510 ACCESSION NUMBER: 0001437749-14-022121 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141216 DATE AS OF CHANGE: 20141215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Diversified Restaurant Holdings, Inc. CENTRAL INDEX KEY: 0001394156 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 030606420 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85278 FILM NUMBER: 141287769 BUSINESS ADDRESS: STREET 1: 27680 FRANKLIN ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: (248) 223-9160 MAIL ADDRESS: STREET 1: 27680 FRANKLIN ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: Diversified Restaurants Holding, Inc. DATE OF NAME CHANGE: 20070322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ansley T. Michael CENTRAL INDEX KEY: 0001434679 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 21751 W. ELEVEN MILE ROAD STREET 2: SUITE 208 CITY: SOUTHFIELD STATE: MI ZIP: 48076 SC 13D/A 1 ansley20141215_sc13da.htm SCHEDULE 13D/A ansley20141215_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

December 5, 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).

CUSIP No. 25532M 10 5
1.	NAMES OF REPORTING PERSON T. Michael Ansley
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	11,106,255 shares
	8.	SHARED VOTING POWER	0 shares
	9.	SOLE DISPOSITIVE POWER	11,106,255 shares
	10.	SHARED DISPOSITIVE POWER	0 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,106,255 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
13.	42.40%*
14.	IN

*Based on 26,185,375 shares outstanding as of November 5, 2014, as reported by the issuer in its Form 10-Q for the period ended September 28, 2014.

Introduction

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) 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 granted the Reporting Person voting authority over the shares of Common Stock held by his father Thomas D. Ansley and his brother Mark C. Ansley. The parties agreed to terminate the voting agreement effective December 5, 2014. This Amendment No. 3 is filed to report the change in beneficial ownership attributable to termination of the voting agreement.

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

The parties elected to terminate the voting agreement as they determined it is no longer necessary or expedient.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(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 26,185,375, 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 28, 2014.

Column 1

Number of Shares

Column 2

Percentage of Shares Outstanding

T. Michael Ansley

11,106,255

42.40%*

(b)	The following table summarizes sole and share voting and dispositive power of the Reporting Person.

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

T. Michael Ansley

11,106,255

(c)	On November 24, 2014, Mr. Ansley gifted 20,000 shares of common stock to a charity.

(d)

None.

(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

None.

Item 7. Material to be Filed as Exhibits

None.

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.

	By:	/s/T. Michael Ansley		December 15, 2014
		T. Michael Ansley