SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

Kona Grill, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

50047H201

(CUSIP Number)

Mill Road Capital, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3501

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 2010

(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 sent.

* 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).

13D Page 2 of 8 Pages

CUSIP No. 50047H201
1.	Names of reporting persons. Thomas E. Lynch
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds (see instructions)     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
		8.	Shared voting power      899,330
		9.	Sole dispositive power
		10.	Shared dispositive power     899,330
11.	Aggregate amount beneficially owned by each reporting person     899,330
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.	Percent of class represented by amount in Row (11)     9.8%
14.	Type of reporting person (see instructions)     IN; HC

13D Page 3 of 8 Pages

CUSIP No. 50047H201
1.	Names of reporting persons. Scott P. Scharfman
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds (see instructions)     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
		8.	Shared voting power      899,330
		9.	Sole dispositive power
		10.	Shared dispositive power     899,330
11.	Aggregate amount beneficially owned by each reporting person     899,330
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.	Percent of class represented by amount in Row (11)     9.8%
14.	Type of reporting person (see instructions)     IN; HC

13D Page 4 of 8 Pages

CUSIP No. 50047H201
1.	Names of reporting persons Mill Road Capital GP LLC
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds (see instructions)     OO
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     899,330
		8.	Shared voting power
		9.	Sole dispositive power     899,330
		10.	Shared dispositive power
11.	Aggregate amount beneficially owned by each reporting person     899,330
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.	Percent of class represented by amount in Row (11)     9.8%
14.	Type of reporting person (see instructions)     OO; HC

13D Page 5 of 8 Pages

CUSIP No. 50047H201
1.	Names of reporting persons. Mill Road Capital, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds (see instructions)     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     899,330
		8.	Shared voting power
		9.	Sole dispositive power     899,330
		10.	Shared dispositive power
11.	Aggregate amount beneficially owned by each reporting person     899,330
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.	Percent of class represented by amount in Row (11)     9.8%
14.	Type of reporting person (see instructions)     PN

CUSIP No. 50047H201 Page 6 of 8 Pages

This Amendment No. 11 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of Kona Grill, Inc., a Delaware corporation, filed by the undersigned on June 26, 2008 (the “Initial Filing”), as amended by Amendment No. 1 on Schedule 13D filed by the undersigned on November 14, 2008, with respect to the Initial Filing, as amended by Amendment No. 2 on Schedule 13D filed by the undersigned on December 30, 2008, with respect to the Initial Filing, as amended by Amendment No. 3 on Schedule 13D filed by the undersigned on January 2, 2009, with respect to the Initial Filing, as amended by Amendment No. 4 on Schedule 13D filed by the undersigned on January 30, 2009, with respect to the Initial Filing, as amended by Amendment No. 5 on Schedule 13D filed by the undersigned on March 12, 2009, with respect to the Initial Filing, as amended by Amendment No. 6 on Schedule 13D filed by the undersigned on April 15, 2009, with respect to the Initial Filing, as amended by Amendment No. 7 on Schedule 13D filed by the undersigned on May 18, 2009, with respect to the Initial Filing, as amended by Amendment No. 8 on Schedule 13D filed by the undersigned on June 3, 2009, with respect to the Initial Filing, as amended by Amendment No. 9 on Schedule 13D filed by the undersigned on January 29, 2010, with respect to the Initial Filing, and as amended by Amendment No. 10 on Schedule 13D filed by the undersigned on February 22, 2010, with respect to the Initial Filing (the “Schedule 13D”), amends the Schedule 13D as follows:

1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following two paragraphs between the tenth and eleventh paragraphs:

“On February 25, 2010, the Fund received a letter from the Issuer, attached hereto as Exhibit 25, in response to the Fund’s letter dated February 22, 2010 demanding the opportunity to inspect and make copies of the Issuer’s list of stockholders and certain related materials in connection with the Fund’s potential solicitation of proxies in support of the Nominees. The Issuer’s February 25, 2010 letter enclosed a list of the registered holders of the Common Stock and stated that the Issuer will furnish and/or make available to the Fund for inspection the other information requested by the Fund in its February 22, 2010 letter, as and when such other information becomes available and is in the Issuer’s possession.

On March 10, 2010, the Fund transmitted a letter to the Issuer, attached hereto as Exhibit 26, pursuant to the applicable provisions of the Delaware General Corporation Law, demanding the opportunity to inspect and make copies of certain books and records of the Issuer related to the resignation of Marcus E. Jundt, the Issuer’s former Chairman, President and Chief Executive Officer, or the preparation, negotiation and execution of the Executive Employment Agreement, dated as of May 11, 2009, or the Separation Agreement and Release of Claims, dated as of August 6, 2009, each between the Issuer and Mr. Jundt.”

2. Item 5(a) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(a) In the aggregate, the Reporting Persons beneficially own, as of March 12, 2010, 899,330 shares of the Common Stock, representing approximately 9.8% of such class of securities. The Fund, the GP, as the sole general partner of the Fund, and Messrs. Lynch and Scharfman each beneficially owns, as of March 12, 2010, 899,330 shares of the

CUSIP No. 50047H201 Page 7 of 8 Pages

Common Stock, representing approximately 9.8% of such class of securities. These percentages of beneficial ownership are based on a total of 9,160,445 shares of the Common Stock outstanding as of March 1, 2010, as reported in the most recent annual report of the Issuer on Form 10-K for the fiscal year ended December 31, 2009.”

3. Item 5(c) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(c) No Reporting Person effected any transaction in shares of the Common Stock from February 22, 2010 (the date of the most recent filing on Schedule 13D by the Reporting Persons with respect to the Common Stock) to March 12, 2010.”

4. Item 7 of the Schedule 13D shall hereby be amended by adding the following Exhibits:

“Exhibit 25 Letter from Kona Grill, Inc. to Mill Road Capital, L.P. dated February 25, 2010.

Exhibit 26 Letter from Mill Road Capital, L.P. to Kona Grill, Inc. dated March 10, 2010.”

CUSIP No. 50047H201 Page 8 of 8 Pages

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.

DATE: March 12, 2010
MILL ROAD CAPITAL, L.P.
By:	Mill Road Capital GP LLC,
	its General Partner
By:	/S/    CHARLES M. B. GOLDMAN
	Charles M. B. Goldman
	Management Committee Director
MILL ROAD CAPITAL GP LLC
By:	/S/    CHARLES M. B. GOLDMAN
	Charles M. B. Goldman
	Management Committee Director
THOMAS E. LYNCH
By:	/S/    CHARLES M. B. GOLDMAN
	Charles M. B. Goldman, attorney-in-fact
SCOTT P. SCHARFMAN
By:	/S/    CHARLES M. B. GOLDMAN
	Charles M. B. Goldman, attorney-in-fact

EX-25

Exhibit 25

KONA GRILL

February 25, 2010

VIA ELECTRONIC MAIL AND FEDERAL EXPRESS

Mill Road Capital, L.P.

382 Greenwich Avenue, Suite One

Greenwich, Connecticut 06830

Attention: Mr. Thomas E. Lynch

Dear Mr. Lynch:

We received your letter dated February 22, 2010, requesting to inspect stocklist materials of Kona Grill, Inc. (the “Company”). Pursuant to your request, enclosed is a list of the registered holders of common stock of the Company which is in our possession, certified by Continental Stock Transfer Co., the Company’s transfer agent, setting forth the name, address and the number, series, and class of shares of stock of the Company registered in the name of each stockholder as of February 24, 2010. No telephone numbers are included as the Company’s transfer agent does not maintain this information.

We will furnish and/or make available to you for inspection, the other information requested per your letter dated February 22, 2010 as and when such other information becomes available and is in our possession.

If you have any questions relating to the foregoing, please contact me at (480) 922-8100.

Very truly yours,

/s/ Mark S. Robinow

Mark S. Robinow

Executive Vice President, Chief Financial Officer, and Secretary

Enclosure

cc: Clifford E. Neimeth, Esq. (Greenberg Traurig, LLP)

Scott K. Weiss, Esq. (Greenberg Traurig, LLP)

Peter M. Rosenblum, Esq. (Foley Hoag, LLP)

Paul Bork, Esq. (Foley Hoag, LLP)

7150 E. Camelback Rd., Ste 220 — Scottsdale, AZ 85251

P 480.922.8100 — TF 866-328-5662 — F 480.991.6811

EX-26

Exhibit 26

Mill Road Capital, L.P.

382 Greenwich Avenue, Suite One

Greenwich, CT 06830

March 10, 2010

VIA ELECTRONIC MAIL AND FEDERAL EXPRESS

Kona Grill, Inc.

7150 E. Camelback Road

Suite 220

Scottsdale, AZ 85251

Attention: Mark S. Robinow, Secretary

Re: Demand to Inspect Books and Records Pursuant to Section 220 of the

General Corporation Law of the State of Delaware

Ladies and Gentlemen:

Mill Road Capital, L.P. (the “Record Holder”) is the record holder of 1,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Kona Grill, Inc., a Delaware corporation (the “Company”), and is the beneficial owner of 899,330 shares of Common Stock (including the 1,000 shares held of record stated above).

Pursuant to Section 220 of the General Corporation Law of the State of Delaware (the “DGCL”), as the record and beneficial owner of the shares of Common Stock stated above, the Record Holder hereby demands that it and its attorneys, representatives and agents be given, during the Company’s usual business hours, the opportunity to inspect and to make copies of and/or extracts from the following books and records of the Company related to the resignation of Marcus E. Jundt or the preparation, negotiation and execution of the Executive Employment Agreement, dated as of May 11, 2009, by and between the Company and Mr. Jundt (the “Employment Agreement”), or the Separation Agreement and Release of Claims, dated as of August 6, 2009, by and between the Company and Mr. Jundt (the “Separation Agreement”): (a) all agendas, minutes and notes of any meeting of the Board of Directors of the Company (the “Board”) and any committee thereof whether standing or ad hoc (a “Committee”), (b) all written consents of the Board or any Committee, (c) all memoranda, reports, statements (financial or otherwise), projections, opinions of counsel and disclosures of business and personal relationships between Mr. Jundt and the other Directors of the Company, in each case prepared by or for the Company, the Board, any Committee or any Director of the Company, or distributed to the Board, any Committee or any Director of the Company in connection with deliberations about the resignation of Mr. Jundt or the preparation, negotiation and execution of the Employment Agreement or the Separation Agreement, and (d) all memoranda, notes,

interviews (whether recorded, transcribed or summarized), statements or reports in each case prepared by or for the Board, any Committee, any Director, any employee, counsel or any other advisors of the Company, or distributed to the Board, any Committee or any Director of the Company related to Mr. Jundt’s professional performance and/or personal behavior.

For the purposes of this demand, “books and records” includes all paper or electronic records, including all memoranda, letters, reports, e-mails, transcripts, statements, instant messages, Word files, database records, spreadsheets, pdf’s, photographs, audio or video recordings, whether in individuals’ files, shared files, computer hard drives, network drives, CD-ROM’s, DVD’s, tape backups, flash drives or any other storage medium whether sent, received, created or collected by the Company or by any officer, director, employee or agent of the Company.

Upon presentment of appropriate documentation therefor, the Record Holder will bear the reasonable costs incurred by the Company in connection with the production of the information demanded herein.

The purpose of this demand is to enable the Record Holder to (i) ascertain the affairs of the Company, including, without limitation, whether the directors have properly discharged their fiduciary duties to the Company and its stockholders, so that the Record Holder can vote and otherwise exercise its rights in an informed manner, (ii) determine the suitability of Mr. Jundt, Douglas G. Hipskind, Anthony L. Winczewski and Mark A. Zesbaugh to stand for election to the Board at the 2010 annual meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, and (iii) determine the adequacy and accuracy of the disclosures contained in the Company’s proxy materials being used in connection with the solicitation of votes in favor of the election of Messrs. Hipskind, Winczewski and Zesbaugh to the Board at such meeting.

The Record Holder hereby designates and authorizes each of Peter M. Rosenblum, Esq. and Paul Bork, Esq. of Foley Hoag LLP, and any other persons designated by either of the foregoing or by the Record Holder, acting singly or in any combination, to conduct the inspection and copying herein requested. It is requested that all materials identified above be made available to the designated parties as soon as possible but not later than March 18, 2010. Pursuant to Section 220 of the DGCL, you are required to respond to this demand within five (5) business days after the date hereof. Accordingly, please advise the Record Holder’s counsel, Peter M. Rosenblum, Esq. of Foley Hoag LLP, at (617) 832-1151 or Paul Bork, Esq. of Foley Hoag LLP, at (617) 832-1113, as promptly as practicable within the requisite timeframe, when and where the items requested above will be made available to the Record Holder. If the Company contends that this request is incomplete or otherwise deficient in any respect, or if all of the items requested above cannot be made available to the Record Holder in the timeframe requested, please notify the Record Holder immediately in writing, with a copy to each of Peter M. Rosenblum, Esq., and Paul Bork, Esq., Foley Hoag LLP, 155 Seaport Boulevard, Boston, MA 02210, facsimile (617) 832-7000, setting forth the facts that the Company contends support its position and specifying, as appropriate, any additional information believed to be required. In the absence of such prompt notice, the Record Holder will assume that the Company agrees that this request complies in all respects with the requirements of the DGCL. The Record Holder reserves the right to withdraw or modify this request at any time.

Very truly yours,
Mill Road Capital, L.P.
By:	Mill Road Capital GP LLC, its General Partner
By:	/s/ Thomas E. Lynch
	Thomas E. Lynch
	Management Committee Director and Chairman

cc: Peter M. Rosenblum, Esq.

Paul Bork, Esq.

State of Connecticut)
	)ss:
County of Fairfield)

I, Thomas E. Lynch, the Senior Managing Director of Mill Road Capital, L.P. (the “Record Holder”) and a Management Committee Director of Mill Road Capital GP LLC, the sole general partner of the Record Holder, being sworn, state that:

1. I executed the foregoing letter, and the information and facts stated therein (including the information regarding the Record Holder’s ownership and the purpose of this demand for inspection) is true and correct,

2. Such demand for inspection is reasonably related to the Record Holder’s interest as a stockholder and is not desired for a purpose which is in the interest of a business or object other than the business of the Company, and

3. The foregoing letter contains a designation of each of Peter M. Rosenblum, Esq. and Paul Bork, Esq. of Foley Hoag LLP, and any other persons designated by either of the foregoing, or by the Record Holder, acting singly or in any combination, as the undersigned’s attorney or agent to conduct the inspection demanded by the Record Holder, and that the letter and this verification are the undersigned’s power of attorney authorizing the foregoing persons to act on behalf of the undersigned.

/s/ Thomas E. Lynch

Thomas E. Lynch

Subscribed and sworn to before me

this 10th day of March, 2010.

/s/ Theresa C. Engh

    Notary Public

My commission expires: May 31, 2010