SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bakay Berke

(Last) (First) (Middle)
15059 NORTH SCOTTSDALE ROAD, SUITE 300

(Street)
SCOTTSDALE AZ 85254

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KONA GRILL INC [ KONA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/06/2017 P 50,000 A $3.6497(1) 1,330,000 I By Fund(2)(3)
Common Stock 92,602 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Bakay Berke

(Last) (First) (Middle)
15059 NORTH SCOTTSDALE ROAD, SUITE 300

(Street)
SCOTTSDALE AZ 85254

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BBS CAPITAL FUND LP

(Last) (First) (Middle)
5524 EAST ESTRID AVENUE

(Street)
SCOTTSDALE AZ 85254

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BBS Capital Management, LP

(Last) (First) (Middle)
5524 EAST ESTRID AVENUE

(Street)
SCOTTSDALE AZ 85254

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BBS Capital GP, LP

(Last) (First) (Middle)
5524 EAST ESTRID AVENUE

(Street)
SCOTTSDALE AZ 85254

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BBS Capital, LLC

(Last) (First) (Middle)
5524 EAST ESTRID AVENUE

(Street)
SCOTTSDALE AZ 85254

(City) (State) (Zip)
Explanation of Responses:
1. Price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.60 to $3.65, inclusive. The reporting persons undertake to provide Kona Grill, Inc. (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 purchased at each separate price within the range specified above.
2. The filing of this Form 4 shall not be constructed as an admission that BBS Capital Management, LP ("BBS Management"), BBS Capital GP, LP ("BBS GP"), BBS Capital, LLC ("BBS Capital") or Mr. Berke Bakay are or were for the purpose of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock, par value $0.01 per share ("Common Stock"), of Kona Grill, Inc. (the "Issuer") owned by BBS Capital Fund, LP (the "Fund"). Mr Bakay, BBS GP, BBS Management and BBS Capital each disclaim any such beneficial ownership except to the extent of their pecuniary interest.
3. The Fund beneficially owns 1,330,000 shares of Common Stock of the Issuer as of June 6, 2017 BBS GP, as general partner of the Fund, BBS Capital, as the general partner of BBS GP, and Mr. Bakay may be deemed to have an indirect pecuniary interest in such shares due to the performance allocation from the Fund and their direct or indirect partnership interests in the Fund. BBS Management, as investment manager to the Fund receives an asset-based management fee from the Fund and, therefore, has no pecuniary interest.
/s/ Berke Bakay 06/06/2017
/s/ Berke Bakay, manager of BBS Capital, LLC, general partner of BBS Capital GP, LP, general partner of BBS Capital Fund, LP 06/06/2017
/s/ Berke Bakay, manager of BBS Capital, LLC, general partner of BBS Capital GP, LP 06/06/2017
/s/ Berke Bakay, manager of BBS Capital, LLC general partner of BBS Capital Management, LP 06/06/2017
/s/ Berke Bakay, manager of BBS Capital, LLC 06/06/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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