-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B3MUblDPB+v48hYHQkQaKlU74qj0BkYfLYi7yJ7dJZr9U7JfZux5i3i4V/mGbEkG EgncgMDIPVpvVHJc7QTn7w== 0001144204-09-014906.txt : 20090318 0001144204-09-014906.hdr.sgml : 20090318 20090318172343 ACCESSION NUMBER: 0001144204-09-014906 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090318 DATE AS OF CHANGE: 20090318 GROUP MEMBERS: JAY A. WOLF GROUP MEMBERS: ROBERT S. ELLIN GROUP MEMBERS: TRINAD ADVISORS II, LLC GROUP MEMBERS: TRINAD CAPITAL LP GROUP MEMBERS: TRINAD MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NTN BUZZTIME INC CENTRAL INDEX KEY: 0000748592 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 311103425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42217 FILM NUMBER: 09691654 BUSINESS ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604387400 MAIL ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: NTN COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALROY INDUSTRIES INC DATE OF NAME CHANGE: 19850411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinad Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001346370 IRS NUMBER: 980447604 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 v143217_13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. 13)

NTN Buzztime, Inc.

(Name of Issuer)
 
Common Stock, $.005 par value per share 

(Title of Class of Securities)
 
629410309

(CUSIP Number)

Jay A. Wolf
c/o Trinad Capital Master Fund, Ltd.
2121 Avenue of the Stars, Suite 2550
Los Angeles, California 90067
(310) 601-2500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 11, 2009

(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), 240.13(d)-1(f) or 240.13(d)-1(g), check the following box. x

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 the 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).
 

 
Page 2 of 10
 
CUSIP No. 629410309
 
1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Trinad Capital Master Fund, Ltd.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b )x (joint filers)
 
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
WC
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY
 OWNED
BY EACH
REPORTING
PERSON
 WITH
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
8,649,893
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
8,649,893
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,649,893
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 15.6%(1)
14
 TYPE OF REPORTING PERSON
 
 CO
 
 (1) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of November 6, 2008 in the Issuer's Current Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2008.

 
 

 

Page 3 of 10
 
CUSIP No. 629410309
 
1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Trinad Management, LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x (joint filers)
 
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
 AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
 SHARES
BENEFICIALLY
 OWNED
BY EACH
 REPORTING
 PERSON
 WITH
 
 
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
 8,649,893
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
   8,649,893
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 8,649,893
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 15.6%(2)
14
 TYPE OF REPORTING PERSON
 
 IA
 
(2) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of November 6, 2008 in the Issuer's Current Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2008.

 
 

 

Page 4 of 10
 
CUSIP No. 629410309

1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Trinad Capital LP
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x  (joint filers)
 
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
 AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
SHARES
 BENEFICIALLY
OWNED
 BY EACH
 REPORTING
PERSON
 WITH
 
 
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
7,197,575
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
7,197,575
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 7,197,575
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 13.0%(3)
14
 TYPE OF REPORTING PERSON
 
 PN
 
(3) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of November 6, 2008 in the Issuer's Current Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2008.
 

 
Page 5 of 10
 
CUSIP No. 629410309

1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Trinad Advisors II, LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x (joint filers)
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
 AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
 SHARES
BENEFICIALLY
OWNED
 BY EACH
REPORTING
 PERSON
WITH
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
7,197,575
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
7,197,575
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,197,575
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%(4)
14
 TYPE OF REPORTING PERSON
 
 OO
 
(4) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of November 6, 2008 in the Issuer's Current Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2008.
 


Page 6 of 10
 
CUSIP No. 629410309

1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Robert S. Ellin
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x  (joint filers)
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
 AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
 SHARES
 BENEFICIALLY
OWNED
 BY EACH
REPORTING
 PERSON
WITH
 
 
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
8,649,893
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
 8,649,893
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 8,649,893
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 15.6%(5)
14
 TYPE OF REPORTING PERSON
 
 IN
 
(5) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of November 6, 2008 in the Issuer's Current Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2008.
 

 
Page 7 of 10
 
CUSIP No. 629410309
 
1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Jay A. Wolf
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x (joint filers)
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
 SHARES
 BENEFICIALLY
OWNED
BY EACH
 REPORTING
 PERSON
WITH
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
  8,649,893
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
8,649,893
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,649,893
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 15.6%(6)
14
 TYPE OF REPORTING PERSON
 
 IN
 
(6) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of November 6, 2008 in the Issuer's Current Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2008.

 
 

 
 
Page 8 of 10

Introductory Statement

This constitutes Amendment No. 13 (the “Amendment”) to the Statement on Schedule 13D, originally filed on July 24, 2007, as amended (the “Schedule 13D”).
 
Except as otherwise described in this Amendment, the information contained in the Schedule 13D remains in effect, and all capitalized terms not otherwise defined herein shall have the meanings previously ascribed to them in the Schedule 13D. Information given in response to each item in the Schedule 13D shall be deemed incorporated herein by reference in all other items.

Item 3 is hereby supplemented with the following:
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Since the date of Amendment No. 12 to this Schedule 13D, Trinad Capital Master Fund, Ltd. used $192,033.20 (including commissions) of its working capital to purchase an aggregate of 960,166 shares of Common Stock.
 
Item 4 is hereby supplemented with the following:
 
Item 4. Purpose of Transaction.
 
The acquisition of Common Stock was for investment purposes.
 
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with the Issuer’s Board of Directors and/or management; other stockholders of the Issuer; and/or other relevant parties concerning the Issuer’s business, corporate governance, management and future plans. The Reporting Persons may take such actions in the future with respect to their investment in the Issuer as they deem advisable including, without limitation, purchasing additional shares or selling some or all of their shares, engaging in short selling of or any hedging or similar transactions with respect to the shares and/or otherwise changing their intention with respect to the matters referred to in Item 4 of Schedule 13D. Such actions will depend upon various factors including, without limitation, the Issuer’s financial and strategic direction and position, the response of the Board of Directors to the letter referred to above, the price performance of the Issuer’s shares, general conditions in the Issuer’s industry, the economy and the securities markets, and the availability of other investment opportunities.
 
Except as set forth above, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5 is hereby amended in its entirety as follows:
 
Item 5. Interest in Securities of the Issuer.
 
(a)             Unless otherwise indicated, as of the date hereof, Trinad Capital Master Fund, Ltd. is the beneficial owner of 8,649,893 shares of the Common Stock, representing approximately 15.6% of the Common Stock of the Issuer.
 
Trinad Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and Trinad Capital LP); Robert S. Ellin, the managing director of and portfolio manager for Trinad Management, LLC; and the managing director of Trinad Advisors II LLC and Jay A. Wolf a managing director of and portfolio manager for Trinad Management, LLC may be deemed to have direct or indirect beneficial ownership of 8,649,893 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. representing approximately 15.6% of the Common Stock of the Issuer.

 

 
 
Page 9 of 10
 
Trinad Capital LP (as the owner of 83.21% of the shares of Trinad Capital Master Fund, Ltd. as of June 30, 2008) and Trinad Advisors II, LLC (as the general partner of Trinad Capital LP), may each be deemed to be the beneficial owners of 83.21% of the 8,649,893 shares of the Common Stock held by Trinad Capital Master Fund, Ltd., representing 7,197,575 shares or 13.0% of the Common Stock of the Issuer.
 
Each of Trinad Management, LLC and Trinad Advisors II, LLC disclaim beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd.
 
Each of Robert S. Ellin and Jay A. Wolf disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of their respective pecuniary interests therein.
 
The percentages used herein are calculated based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of November 6, 2008 in the Issuer's Current Report on Form 10-Q for the period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 10, 2008.
 
(b)             Trinad Management, LLC, Robert S. Ellin and Jay A. Wolf have shared power to vote or to direct the vote and have shared power to dispose or to direct the disposition of the Common Stock it or he may be deemed to own beneficially.
 
(c)             Set forth below are the acquisitions made by Trinad Capital Master Fund, Ltd. in the last 60 days. All shares were purchased on the open market through a broker.
 
Date
 
Shares Acquired
   
Cost Per Share Including
Commissions
 
12/23/2008
    21,000     $ 0.15  
12/24/2008
    24,965     $ 0.13  
12/29/2008
    115,400     $ 0.12  
12/30/2008
    183,300     $ 0.13  
12/31/2008
    345,800     $ 0.15  
1/2/2009
    35,000     $ 0.14  
1/7/2009
    75,341     $ 0.15  
1/22/2009
    27,700     $ 0.23  
3/11/2009
    100,160     $ 0.20  
3/16/2009
    11,500     $ 0.20  
3/16/2009
    20,000     $ 0.20  

(d)             Not applicable.
 
(e)             Not applicable.

 

 
 
Page 10 of 10
 
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.
 
TRINAD CAPITAL MASTER FUND, LTD.
 
TRINAD MANAGEMENT, LLC
a Cayman Islands exempted company
 
a Delaware limited liability company
     
By:
/s/ Robert S. Ellin
 
By:
/s/ Robert S. Ellin
Robert S. Ellin, Director
 
Robert S. Ellin, Managing Member
     
Date: Date: March 18, 2009
 
Date: Date: March 18, 2009
     
TRINAD CAPITAL LP
   
A Delaware limited partnership    
     
By: TRINAD ADVISORS II, LLC
 
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
a Delaware limited liability company
As its General Partner
   
     
By:
/s/ Robert S. Ellin
 
By:
/s/ Robert S. Ellin
Robert S. Ellin, Managing Member
 
Robert S. Ellin, Managing Member
     
Date: March 18, 2009
 
Date: March 18, 2009
     
By:
/s/ Robert S. Ellin
 
By:
/s/ Jay A. Wolf
Robert S. Ellin, an individual
 
Jay A. Wolf, an individual
     
Date: March 18, 2009
 
Date: March 18, 2009
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

 
-----END PRIVACY-ENHANCED MESSAGE-----