0000921895-16-005715.txt : 20160919 0000921895-16-005715.hdr.sgml : 20160919 20160919085317 ACCESSION NUMBER: 0000921895-16-005715 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160919 DATE AS OF CHANGE: 20160919 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fiesta Restaurant Group, Inc. CENTRAL INDEX KEY: 0001534992 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 900712224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86851 FILM NUMBER: 161890838 BUSINESS ADDRESS: STREET 1: 14800 LANDMARK BOULEVARD, SUITE 500 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 972-702-9300 MAIL ADDRESS: STREET 1: 14800 LANDMARK BOULEVARD, SUITE 500 CITY: DALLAS STATE: TX ZIP: 75254 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JCP Investment Management, LLC CENTRAL INDEX KEY: 0001461945 IRS NUMBER: 264654347 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1177 WEST LOOP SOUTH STREET 2: SUITE 1650 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-201-6910 MAIL ADDRESS: STREET 1: 1177 WEST LOOP SOUTH STREET 2: SUITE 1650 CITY: HOUSTON STATE: TX ZIP: 77027 SC 13D 1 sc13d08569030_09162016.htm SCHEDULE 13D sc13d08569030_09162016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

Fiesta Restaurant Group, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

31660B101
(CUSIP Number)
 
JAMES C. PAPPAS
JCP INVESTMENT MANAGEMENT, LLC
1177 West Loop South, Suite 1650
Houston, TX 77027
(713) 333-5540

STEVE WOLOSKY
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 9, 2016
(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 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 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).
 
 
 

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
JCP Investment Partnership, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
426,657
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
426,657
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
426,657
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.58%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
JCP Single-Asset Partnership, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
31,624
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
31,624
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,624
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
3

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
JCP Investment Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
458,281
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
458,281
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
458,281
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.70%
14
TYPE OF REPORTING PERSON
 
PN

 
4

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
JCP Investment Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
458,281
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
458,281
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
458,281
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.70%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
JCP Investment Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
458,281
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
458,281
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
458,281
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.70%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
James C. Pappas
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
458,281
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
458,281
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
458,281
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.70%
14
TYPE OF REPORTING PERSON
 
IN

 
7

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
BLR Partners LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
565,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
565,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
565,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.10%
14
TYPE OF REPORTING PERSON
 
PN

 
8

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
BLRPart, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
565,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
565,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
565,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.10%
14
TYPE OF REPORTING PERSON
 
PN

 
9

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
BLRGP Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
565,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
565,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
565,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.10%
14
TYPE OF REPORTING PERSON
 
CO

 
10

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
Fondren Management, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
565,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
565,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
565,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.10%
14
TYPE OF REPORTING PERSON
 
PN

 
11

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
FMLP Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
565,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
565,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
565,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.10%
14
TYPE OF REPORTING PERSON
 
CO

 
12

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
Bradley L. Radoff
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
565,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
565,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
565,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.10%
14
TYPE OF REPORTING PERSON
 
IN

 
13

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
                Bandera Master Fund L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
73,940
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
73,940
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
73,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
14

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
                Bandera Partners LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
73,940
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
73,940
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
73,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
15

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
Gregory Bylinsky
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
- 0 -
8
SHARED VOTING POWER
 
73,940
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
73,940
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
73,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
16

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
Jefferson Gramm
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
- 0 -
8
SHARED VOTING POWER
 
73,940
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
73,940
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
73,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
17

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
                Lake Trail Managed Investments LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
550,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
550,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
550,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.04%
14
TYPE OF REPORTING PERSON
 
OO

 
18

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
                Lake Trail Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
550,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
550,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
550,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.04%
14
TYPE OF REPORTING PERSON
 
PN

 
19

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
                Lake Trail Capital GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
550,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
550,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
550,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.04%
14
TYPE OF REPORTING PERSON
 
OO

 
20

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
Thomas W. Purcell, Jr.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
550,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
550,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
550,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.04%
14
TYPE OF REPORTING PERSON
 
IN

 
21

 
CUSIP NO. 31660B101
 
1
NAME OF REPORTING PERSON
 
Joshua E. Schechter
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
16,200
8
SHARED VOTING POWER
 
1,700
9
SOLE DISPOSITIVE POWER
 
16,200
10
SHARED DISPOSITIVE POWER
 
1,700
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,900*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN
 

* Includes 1,700 Shares directly owned by Mr. Schechter’s spouse that Mr. Schechter may be deemed to beneficially own.
 
 
22

 
CUSIP NO. 31660B101
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.
Security and Issuer.

This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Fiesta Restaurant Group, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 14800 Landmark Boulevard, Suite 500, Dallas, Texas 75254.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
JCP Investment Partnership, LP, a Texas limited partnership (“JCP Partnership”);
 
 
(ii)
JCP Single-Asset Partnership, LP, a Texas limited partnership (“JCP Single-Asset”);
 
 
(iii)
JCP Investment Partners, LP, a Texas limited partnership (“JCP Partners”), which serves as the general partner of JCP Partnership and JCP Single-Asset;
 
 
(iv)
JCP Investment Holdings, LLC, a Texas limited liability company (“JCP Holdings”), which serves as the general partner of JCP Partners;
 
 
(v)
JCP Investment Management, LLC, a Texas limited liability company (“JCP Management”), which serves as the investment manager of JCP Partnership and JCP Single-Asset;
 
 
(vi)
James C. Pappas, who serves as the managing member of JCP Management and sole member of JCP Holdings;
 
 
(vii)
BLR Partners LP, a Texas limited partnership (“BLR Partners”);
 
 
(viii)
BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general partner of BLR Partners;
 
 
(ix)
BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of BLRPart GP;
 
 
(x)
Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves as the investment manager of BLR Partners;
 
 
(xi)
FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren Management;
 
 
(xii)
Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP;
 
 
(xiii)
Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”);
 
 
(xiv)
Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”), which serves as the investment manager of Bandera Master Fund;
 
 
(xv)
Gregory Bylinsky, who serves as a Managing Partner, Managing Director and Portfolio Manager of Bandera Partners;
 
 
(xvi)
Jefferson Gramm, who serves as a Managing Partner, Managing Director and Portfolio Manager of Bandera Partners;
 
 
(xvii)
Lake Trail Managed Investments LLC, a Delaware limited liability company (“Lake Trail Fund”);
 
 
23

 
CUSIP NO. 31660B101
 
 
(xviii)
Lake Trail Capital LP, a Delaware limited partnership (“Lake Trail Capital”), which serves as the Manager and Investment Manager of Lake Trail Fund;
 
 
(xix)
Lake Trail Capital GP LLC, a Delaware limited liability company (“Lake Trail GP”), which serves as the general partner of Lake Trail Capital;
 
 
(xx)
Thomas W. Purcell, Jr., who serves as the sole member of Lake Trail GP; and
 
 
(xxi)
Joshua E. Schechter.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
Bandera Partners is the investment manager of Bandera Master Fund. Bandera Master Fund has granted to Bandera Partners the sole and exclusive authority to vote and dispose of the Shares held directly by Bandera Master Fund. Each of Messrs. Bylinsky and Gramm are Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners.  By virtue of these relationships, each of Bandera Partners and Messrs. Bylinsky and Gramm may be deemed to beneficially own the Shares owned directly by Bandera Master Fund.
 
(b)           The address of the principal office of each of JCP Partnership, JCP Single-Asset, JCP Partners, JCP Holdings, JCP Management and Mr. Pappas is 1177 West Loop South, Suite 1650, Houston, Texas 77027. The address of the principal office of each of BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP and Mr. Radoff is 1177 West Loop South, Suite 1625, Houston, Texas 77027. The address of the principal office of each of Bandera Master Fund, Bandera Partners and Messrs. Bylinsky and Gramm is 50 Broad Street, Suite 1820, New York, New York 10004. The address of the principal office of each of Lake Trail Fund, Lake Trail Capital, Lake Trail GP and Mr. Purcell is 400 Park Avenue, 21st Floor, New York, New York 10022. The address of the principal office of Mr. Schechter is 302 South Mansfield Avenue, Los Angeles, California 90036.
 
(c)           The principal business of JCP Partnership is investing in securities. The principal business of JCP Single-Asset is investing in securities.  The principal business of JCP Partners is serving as the general partner of JCP Partnership and JCP Single-Asset.  The principal business of JCP Holdings is serving as the general partner of JCP Partners.  The principal business of JCP Management is serving as the investment manager of JCP Partnership and JCP Single-Asset.  The principal occupation of Mr. Pappas is serving as the managing member of JCP Management and sole member of JCP Holdings. The principal business of BLR Partners is investing in securities.  The principal business of BLRPart GP is serving as the general partner of BLR Partners.  The principal business of BLRGP is serving as the general partner of BLRPart GP. The principal business of Fondren Management is serving as the investment manager of BLR Partners. The principal business of FMLP is serving as the general partner of Fondren Management. The principal occupation of Mr. Radoff is serving as the sole shareholder and sole director of each of BLRGP and FMLP. The principal business of Bandera Master Fund is investing in securities. The principal business of Bandera Partners is serving as the investment manager of Bandera Master Fund.  The principal occupation of each of Messrs. Bylinsky and Gramm is serving as the Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners. The principal business of Lake Trail Fund is investing in securities. The principal business of Lake Trail Capital is serving as the Manager and Investment Manager of Lake Trail Fund. The principal business of Lake Trail GP is serving as the general partner of Lake Trail Capital. The principal occupation of Mr. Purcell is serving as the sole member of Lake Trail GP. The principal occupation of Mr. Schechter is a private investor.
 
 
24

 
CUSIP NO. 31660B101
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Pappas, Radoff, Bylinsky, Gramm, Purcell and Schechter are citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by JCP Partnership and JCP Single-Asset were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 426,657 Shares owned directly by JCP Partnership is approximately $9,843,551, including brokerage commissions. The aggregate purchase price of the 31,624 Shares owned directly by JCP Single-Asset is approximately $789,486, including brokerage commissions.
 
The Shares purchased by BLR Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.   The aggregate purchase price of the 565,000 Shares owned directly by BLR Partners is approximately $12,879,605, including brokerage commissions.
 
The Shares purchased by Bandera Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 73,940 Shares owned directly by Bandera Master Fund is approximately $1,614,476, including brokerage commissions.
 
 
25

 
CUSIP NO. 31660B101
 
The Shares purchased by Lake Trail Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 550,000 Shares owned directly by Lake Trail Fund is approximately $13,761,846, including brokerage commissions.
 
The Shares beneficially owned by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 17,900 Shares beneficially owned by Mr. Schechter, including the 1,700 Shares directly owned by his spouse, is approximately $396,910, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
The Reporting Persons believe that significant operational and strategic opportunities are available to the Issuer to enhance stockholder value and have previously discussed certain operational issues facing the Issuer with its management team, including the Chief Executive Officer, who is also a member of the Board of Directors (the “Board”).  The Reporting Persons intend to engage in discussions with the Issuer’s management, the Board, stockholders of the Issuer and other interested parties regarding the Issuer’s capital allocation, corporate governance (including Board composition), operations, strategic plans and other means to enhance stockholder value.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
 
26

 
CUSIP NO. 31660B101
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 26,921,404 Shares outstanding as of August 1, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2016.
 
A.
JCP Partnership
 
 
(a)
As of the close of business on September 16, 2016, JCP Partnership beneficially owned 426,657 Shares.
 
Percentage: Approximately 1.58%
 
 
(b)
1. Sole power to vote or direct vote: 426,657
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 426,657
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by JCP Partnership during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
B.
JCP Single-Asset
 
 
(a)
As of the close of business on September 16, 2016, JCP Single-Asset beneficially owned 31,624 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 31,624
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 31,624
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
C.
JCP Partners
 
 
(a)
JCP Partners, as the general partner of each of JCP Partnership and JCP Single-Asset, may be deemed the beneficial owner of the (i) 426,657 Shares owned by JCP Partnership and (ii) 31,624 Shares owned by JCP Single-Asset.
 
Percentage: Approximately 1.70%
 
 
(b)
1. Sole power to vote or direct vote: 458,281
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 458,281
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
JCP Partners has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of each of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
27

 
CUSIP NO. 31660B101
 
D.
JCP Holdings
 
 
(a)
JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the (i) 426,657 Shares owned by JCP Partnership and (ii) 31,624 Shares owned by JCP Single-Asset.
 
Percentage: Approximately 1.70%
 
 
(b)
1. Sole power to vote or direct vote: 458,281
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 458,281
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
JCP Holdings has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of each of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
E.
JCP Management
 
 
(a)
JCP Management, as the investment manager of each of JCP Partnership and JCP Single-Asset, may be deemed the beneficial owner of the (i) 426,657 Shares owned by JCP Partnership and (ii) 31,624 Shares owned by JCP Single-Asset.
 
Percentage: Approximately 1.70%
 
 
(b)
1. Sole power to vote or direct vote: 458,281
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 458,281
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
JCP Management has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of each of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
F.
Mr. Pappas
 
 
(a)
Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 426,657 Shares owned by JCP Partnership and (ii) 31,624 Shares owned by JCP Single-Asset.
 
Percentage: Approximately 1.70%
 
 
(b)
1. Sole power to vote or direct vote: 458,281
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 458,281
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Pappas has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of each of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
28

 
CUSIP NO. 31660B101
 
G.
BLR Partners
 
 
(a)
As of the close of business on September 16, 2016, BLR Partners beneficially owned 565,000 Shares.
 
Percentage: Approximately 2.10%
 
 
(b)
1. Sole power to vote or direct vote: 565,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 565,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
H.
BLRPart GP
 
 
(a)
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
 
Percentage: Approximately 2.10%
 
 
(b)
1. Sole power to vote or direct vote: 565,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 565,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BLRPart GP has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
I.
BLRGP
 
 
(a)
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
 
Percentage: Approximately 2.10%
 
 
(b)
1. Sole power to vote or direct vote: 565,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 565,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BLRGP has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
29

 
CUSIP NO. 31660B101
 
J.
Fondren Management
 
 
(a)
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
 
Percentage: Approximately 2.10%
 
 
(b)
1. Sole power to vote or direct vote: 565,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 565,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Fondren Management has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
K.
FMLP
 
 
(a)
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
 
Percentage: Approximately 2.10%
 
 
(b)
1. Sole power to vote or direct vote: 565,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 565,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
FMLP has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
L.
Mr. Radoff
 
 
(a)
Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
 
Percentage: Approximately 2.10%
 
 
(b)
1. Sole power to vote or direct vote: 565,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 565,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Radoff has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
30

 
CUSIP NO. 31660B101
 
M.
Bandera Master Fund
 
 
(a)
As of the close of business on September 16, 2016, Bandera Master Fund beneficially owned 73,940 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 73,940
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 73,940
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Bandera Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
N.
Bandera Partners
 
 
(a)
Bandera Partners, as the investment manager of Bandera Master Fund, may be deemed the beneficial owner of the 73,940 Shares owned by Bandera Master Fund.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 73,940
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 73,940
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Bandera Partners has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Bandera Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
O.
Messrs. Bylinsky and Gramm
 
 
(a)
Each of Messrs. Bylinsky and Gramm, as the Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners, may be deemed the beneficial owner of the 73,940 Shares owned by Bandera Master Fund.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 73,940
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 73,940

 
(c)
Neither of Messrs. Bylinsky or Gramm have entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Bandera Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
31

 
CUSIP NO. 31660B101
 
P.
Lake Trail Fund
 
 
(a)
As of the close of business on September 16, 2016, Lake Trail Fund beneficially owned 550,000 Shares.
 
Percentage: Approximately 2.04%
 
 
(b)
1. Sole power to vote or direct vote: 550,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 550,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Lake Trail Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
Q.
Lake Trail Capital
 
 
(a)
Lake Trail Capital, as the Manager and Investment Manager of Lake Trail Fund, may be deemed the beneficial owner of the 550,000 Shares owned by Lake Trail Fund.
 
Percentage: Approximately 2.04%
 
 
(b)
1. Sole power to vote or direct vote: 550,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 550,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Lake Trail Capital has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Lake Trail Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
R.
Lake Trail GP
 
 
(a)
Lake Trail GP, as the general partner of Lake Trail Capital, may be deemed the beneficial owner of the 550,000 Shares owned by Lake Trail Fund.
 
Percentage: Approximately 2.04%
 
 
(b)
1. Sole power to vote or direct vote: 550,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 550,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Lake Trail GP has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Lake Trail Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
32

 
CUSIP NO. 31660B101
 
S.
Mr. Purcell
 
 
(a)
Mr. Purcell, as the sole member of Lake Trail GP, may be deemed the beneficial owner of the 550,000 Shares owned by Lake Trail Fund.
 
Percentage: Approximately 2.04%
 
 
(b)
1. Sole power to vote or direct vote: 550,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 550,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Purcell has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Lake Trail Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
T.
Mr. Schechter:
 
 
(a)
As of the close of business on September 16, 2016, Mr. Schechter beneficially owned 17,900 Shares, including 1,700 Shares directly owned by his spouse.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 16,200
 
2. Shared power to vote or direct vote: 1,700
 
3. Sole power to dispose or direct the disposition: 16,200
 
4. Shared power to dispose or direct the disposition: 1,700

 
(c)
The transactions in the Shares by Mr. Schechter during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
An aggregate of 1,665,121 Shares, constituting approximately 6.2% of the Shares outstanding, are reported in this Schedule 13D.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
 
33

 
CUSIP NO. 31660B101
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On August 30, 2016, the Reporting Persons entered into a Group Agreement (the “Group Agreement”) in which the Reporting Persons agreed, among other things, to (i) engage in discussions with the Issuer regarding means to enhance stockholder value and corporate governance and (ii) the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
BLR Partners has sold exchange-listed put options referencing an aggregate of 30,000 Shares at an exercise price of $22.50 per Share, which expire on March 17, 2017.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Group Agreement, dated August 30, 2016.
 
 
34

 
CUSIP NO. 31660B101
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  September 19, 2016

 
JCP Investment Partnership, LP
   
 
By:
JCP Investment Management, LLC
Investment Manager
     
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Managing Member


 
JCP Single-Asset Partnership, LP
   
 
By:
JCP Investment Management, LLC
Investment Manager
     
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Managing Member


 
JCP Investment Partners, LP
   
 
By:
JCP Investment Holdings, LLC
General Partner
     
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Sole Member


 
JCP Investment Holdings, LLC
   
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Sole Member


 
JCP Investment Management, LLC
   
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Managing Member


 
/s/ James C. Pappas
 
James C. Pappas

 
35

 
CUSIP NO. 31660B101


 
BLR Partners LP
   
 
By:
BLRPart, LP
General Partner
     
 
By:
BLRGP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
BLRPart, LP
   
 
By:
BLRGP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
BLRGP Inc.
     
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
Fondren Management, LP
   
 
By:
FMLP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
FMLP Inc.
     
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
/s/ Bradley L. Radoff
 
Bradley L. Radoff

 
36

 
CUSIP NO. 31660B101
 
 
 
Bandera Master Fund L.P.
   
 
By:
Bandera Partners LLC
its Investment Manager
   
 
By:
/s/ Jefferson Gramm
   
Name:
Jefferson Gramm
   
Title:
Managing Director
 

 
Bandera Partners LLC
   
 
By:
/s/ Jefferson Gramm
   
Name:
Jefferson Gramm
   
Title:
Managing Director


 
/s/ Gregory Bylinsky
 
Gregory Bylinsky


 
/s/ Jefferson Gramm
 
Jefferson Gramm


 
37

 
CUSIP NO. 31660B101

 
Lake Trail Managed Investments LLC
   
 
By:
Lake Trail Capital LP
Manager and Investment Manager
     
 
By:
Lake Trail Capital GP LLC
General Partner
   
 
By:
/s/ Thomas W. Purcell, Jr.
   
Name:
Thomas W. Purcell, Jr.
   
Title:
Sole Member


 
Lake Trail Capital LP
     
 
By:
Lake Trail Capital GP LLC
General Partner
   
 
By:
/s/ Thomas W. Purcell, Jr.
   
Name:
Thomas W. Purcell, Jr.
   
Title:
Sole Member


 
Lake Trail Capital GP LLC
     
   
 
By:
/s/ Thomas W. Purcell, Jr.
   
Name:
Thomas W. Purcell, Jr.
   
Title:
Sole Member


 
/s/ Thomas W. Purcell, Jr.
 
Thomas W. Purcell, Jr.



 
/s/ Joshua E. Schechter
 
Joshua E. Schechter
 
 
38

 
CUSIP NO. 31660B101
 
SCHEDULE A

Transactions in the Securities of the Issuer During the Past Sixty Days


Nature of Transaction
Securities
Purchased/(Sold)
Price per Share ($)
Date of
Purchase / Sale

 
JCP INVESTMENT PARTNERSHIP, LP
 
Purchase of Common Stock
10,000
24.5515
07/13/2016
Purchase of Common Stock
1,000
24.4804
07/19/2016
Purchase of Common Stock
10,000
24.8682
07/22/2016
Purchase of Common Stock
1,000
23.0456
07/26/2016
Purchase of Common Stock
3,000
23.1883
07/28/2016
Purchase of Common Stock
20,000
22.5601
08/01/2016
Purchase of Common Stock
27,800
21.9776
08/02/2016
Purchase of Common Stock
67,808
20.6708
08/04/2016
Purchase of Common Stock
700
22.4900
08/08/2016
Purchase of Common Stock
5,000
22.4300
08/10/2016
Purchase of Common Stock
12,500
22.5443
08/11/2016
Purchase of Common Stock
1,109
22.5074
08/11/2016
Purchase of Common Stock
12,500
22.4917
08/11/2016
Purchase of Common Stock
11,300
22.4246
08/12/2016
Purchase of Common Stock
2,325
22.9900
08/15/2016
Purchase of Common Stock
50,000
22.9622
08/25/2016
Purchase of Common Stock
22,215
23.9460
08/26/2016
Purchase of Common Stock
5,300
25.0900
08/31/2016
Purchase of Common Stock
12,500
25.3687
09/02/2016
Purchase of Common Stock
20,000
25.1755
09/06/2016
Purchase of Common Stock
5,000
25.1500
09/07/2016
Purchase of Common Stock
20,000
25.3548
09/09/2016
Purchase of Common Stock
5,000
24.9326
09/12/2016
Purchase of Common Stock
25,000
24.6900
09/13/2016
 
Sale of Call Options
(52,400)(1)
25.0000
07/27/2016
Purchase of Call Options#
5,900(1)
25.0000
07/28/2016
Purchase of Call Options#
46,500(1)
25.0000
08/08/2016


JCP SINGLE-ASSET PARTNERSHIP, LP
 

Purchase of Common Stock
25,000
24.9322
09/15/2016
Purchase of Common Stock
6,624
24.9922
09/16/2016
 
 
 
 

 
CUSIP NO. 31660B101
 
BLR PARTNERS LP
 
Sale of Common Stock
(10,000)
24.5512
07/14/2016
Sale of Common Stock
(10,000)
24.7774
07/21/2016
Sale of Common Stock
(25,000)
24.9593
07/22/2016
Sale of Common Stock
(10,000)
23.0363
07/26/2016
Sale of Common Stock
(10,000)
22.9631
07/26/2016
Sale of Common Stock
(20,000)
24.8418
07/27/2016
Purchase of Common Stock
15,000
22.3229
07/29/2016
Purchase of Common Stock
20,000
22.3672
07/29/2016
Purchase of Common Stock
20,000
22.5459
08/01/2016
Purchase of Common Stock
12,211
22.0438
08/02/2016
Purchase of Common Stock
82,789
21.9249
08/03/2016
Purchase of Common Stock
70,000
20.8809
08/04/2016
Sale of Common Stock
(10,000)
22.4998
08/04/2016
Purchase of Common Stock
25,000
22.3667
08/10/2016
Purchase of Common Stock
20,000
22.3810
08/10/2016
Purchase of Common Stock
15,000
22.6206
08/11/2016
Purchase of Common Stock
30,000
22.5645
08/12/2016
Purchase of Common Stock
10,000
23.6554
08/19/2016
Purchase of Common Stock
12,500
23.3267
08/22/2016
Purchase of Common Stock
15,000
23.2967
08/24/2016
Purchase of Common Stock
35,000
22.9655
08/25/2016
Purchase of Common Stock
17,500
24.9266
08/26/2016
Purchase of Common Stock
30,000
24.2216
08/29/2016
Purchase of Common Stock
15,000
25.3907
09/02/2016
Purchase of Common Stock
17,500
25.2110
09/06/2016
Purchase of Common Stock
12,500
25.2787
09/07/2016
Purchase of Common Stock
10,000
25.1720
09/12/2016
Purchase of Common Stock
15,603
24.7634
09/13/2016
Purchase of Common Stock
9,397
24.6086
09/14/2016
Purchase of Common Stock
15,000
24.9200
09/15/2016
 
Sale of Put Options
(10,000)(2)
22.5000
08/19/2016
Sale of Put Options
(20,000)(2)
22.5000
08/22/2016

 
BANDERA MASTER FUND L.P.
 
Purchase of Common Stock
23,940
20.6385
08/04/2016
Purchase of Common Stock
50,000
22.3780
08/12/2016

 
LAKE TRAIL MANAGED INVESTMENTS LLC
 
Purchase of Common Stock
150,000
24.4028
08/29/2016
Purchase of Common Stock
100,000
25.1597
08/30/2016
Purchase of Common Stock
50,000
25.3424
09/06/2016
Purchase of Common Stock
50,000
25.8604
09/08/2016
Purchase of Common Stock
50,000
25.3562
09/09/2016
Purchase of Common Stock
50,000
25.0868
09/12/2016
Purchase of Common Stock
40,000
24.7370
09/13/2016
Purchase of Common Stock
10,000
24.6751
09/14/2016
Purchase of Common Stock
50,000
24.6587
09/14/2016


 
 

 
CUSIP NO. 31660B101
 
JOSHUA E. SCHECHTER
 
Purchase of Common Stock
1,000
22.9800
07/26/2016
Sale of Common Stock
(1,800)
25.0400
07/27/2016
Purchase of Common Stock
700
22.2600
07/29/2016
Purchase of Common Stock
300
22.2600
07/29/2016
Purchase of Common Stock
500
22.2500
07/29/2016
Purchase of Common Stock
700
22.4249
07/29/2016
Purchase of Common Stock*
700
22.3200
07/29/2016
Purchase of Common Stock
1,500
22.7900
08/01/2016
Purchase of Common Stock
1,000
21.9300
08/02/2016
Purchase of Common Stock
1,000
21.8000
08/03/2016
Purchase of Common Stock
500
20.7800
08/04/2016
Purchase of Common Stock
200
20.5300
08/04/2016
Purchase of Common Stock
1,800
20.5000
08/04/2016
Purchase of Common Stock*
500
20.7400
08/04/2016
Purchase of Common Stock
500
22.8300
08/25/2016
Purchase of Common Stock
1,000
25.1400
09/07/2016
Purchase of Common Stock
1,500
24.4435
09/15/2016

 
 


 
EX-99.1 2 ex991to13d08569030_09162016.htm GROUP AGREEMENT ex991to13d08569030_09162016.htm
Exhibit 99.1
 
GROUP AGREEMENT
 
This Agreement (this “Agreement”) is made and entered into as of August 30, 2016, by and among (i) JCP Investment Partnership, LP, JCP Single-Asset Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC and James C. Pappas (collectively, “JCP”), (ii) BLR Partners LP, BLRPart, LP, BLRGP Inc., Fondren Management, LP, FMLP Inc. and Bradley L. Radoff (collectively, “Fondren”), (iii) Bandera Master Fund L.P., Bandera Partners LLC, Gregory Bylinsky and Jefferson Gramm (collectively, “Bandera”), (iv) Lake Trail Managed Investments LLC, Lake Trail Capital LP, Lake Trail Capital GP LLC and Thomas W. Purcell, Jr. (collectively, “Lake Trail”) and (v) Joshua E. Schechter (together with JCP, Fondren, Bandera and Lake Trail, each a “Party”, and collectively, the “Parties” or the “Group”).
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Fiesta Restaurant Group, Inc., a Delaware corporation (the “Company”);
 
WHEREAS, the Parties desire to form the Group for the purpose of (i) engaging in discussions with the Company regarding means to enhance stockholder value and corporate governance, (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the Group determines to undertake in connection with their respective investment in the Company.
 
NOW, IT IS AGREED, this 30th day of August 2016 by the Parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company to the extent required by applicable law.  Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members of the Group, unless such member knows or has reason to know that such information is inaccurate.
 
2.           So long as this Agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”), such notice to be given no later than 24 hours after each such transaction, of (i) any of their purchases or sales of securities of the Company, or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership; provided, however, that each Party agrees not to purchase or sell Securities of the Company or otherwise increase or decrease its economic exposure to or beneficial ownership over the securities of the Company if it reasonably believes that, as a result of such action, the Group or any member thereof would be likely to be required to make any regulatory filing (including, but not limited to, a Schedule 13D amendment, Form 3 or Form 4 with the Securities and Exchange Commission (the “SEC”)) without using its reasonable efforts to give the other members of the Group at least 24 hours prior written notice; provided, further, that prior to the Company’s 2017 annual meeting of stockholders, no Party shall (i) buy, or increase any beneficial ownership over, any securities of the Company if, as a result of such action, the Group would beneficially own more than 9.9% of the Company's common stock, or (ii) sell, or dispose of any beneficial ownership over, any securities of the Company, in each case without the prior consent of each of the other Parties (with each Party being able to give or withhold its consent in its sole discretion). For purposes of this Agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) engaging in discussions with the Company regarding means to enhance stockholder value and corporate governance, (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the Group determines to undertake in connection with their respective investment in the Company.
 
 
 

 
 
4.           JCP, Fondren, Bandera and Lake Trail shall have the right to pre-approve all expenses and costs (including all legal fees) incurred in connection with the Group’s activities (the “Expenses”) and each of JCP, Fondren, Bandera and Lake Trail agrees to pay its pro rata portion of all such pre-approved Expenses based on the number of shares in the aggregate beneficially owned by such Party.  The pro rata distribution shall be adjusted each month based on each Party’s respective ownership percentage as of the last day of the preceding month. Any reimbursement from the Company regarding the Expenses paid pursuant to this Section 4 shall be split by the Parties in proportion to the Expenses paid pursuant to this Section 4.
 
5.           Each of the Parties hereto agrees that any SEC filing, press release, Company communication or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be as directed jointly by all the members of the Group, and each member of the Group shall be provided written notice of and a reasonable opportunity to review and comment upon any SEC filing, press release, Company communication, stockholder communication, or any proposed agreement or negotiating position with respect to the Company. The Parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group's activities.  Should any disagreement arise that cannot be resolved between any of the members of the Group concerning decisions to be made or actions to be taken or statements to be made in connection with the Group’s activities, any dissatisfied member shall have a 24-hour opportunity to withdraw from the Group prior to making further public or private communications on behalf of the Group.  In the absence of disagreement, all members of the Group shall have joint discretion over the content and timing of public or private communications and negotiating positions taken on behalf of the Group.
 
6.           The relationship of the Parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any Party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Each Party agrees to use its reasonable efforts to avoid taking any action that may cause any other person or entity to be deemed to be a member of the Group without the prior consent of each of the other Parties. Nothing herein shall restrict any Party’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this Agreement.
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           This Agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.
 
 
2

 
 
9.           The Parties’ rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4 (solely with respect to Expenses incurred prior to the termination of the Agreement) and Section 8 which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 or as otherwise agreed to by the Parties. Notwithstanding the foregoing, any Party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other Parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.
 
10.           Each Party acknowledges that (i) Olshan shall act as counsel for the Group and each of JCP, Fondren and Bandera relating to their investment in the Company and (ii) the other members of the Group may each engage their own counsel relating to their respective investments in the Company.
 
11.           Each of the undersigned Parties hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
[Signature page follows]
 
 
3

 
 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.
 

 
JCP Investment Partnership, LP
   
 
By:
JCP Investment Management, LLC
Investment Manager
     
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Managing Member


 
JCP Single-Asset Partnership, LP
   
 
By:
JCP Investment Management, LLC
Investment Manager
     
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Managing Member


 
JCP Investment Partners, LP
   
 
By:
JCP Investment Holdings, LLC
General Partner
     
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Sole Member


 
JCP Investment Holdings, LLC
   
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Sole Member


 
JCP Investment Management, LLC
   
 
By:
/s/ James C. Pappas
   
Name:
James C. Pappas
   
Title:
Managing Member


 
/s/ James C. Pappas
 
James C. Pappas

 
4

 


 
BLR Partners LP
   
 
By:
BLRPart, LP
General Partner
     
 
By:
BLRGP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
BLRPart, LP
   
 
By:
BLRGP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
BLRGP Inc.
     
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
Fondren Management, LP
   
 
By:
FMLP Inc.
General Partner
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
FMLP Inc.
     
   
 
By:
/s/ Bradley L. Radoff
   
Name:
Bradley L. Radoff
   
Title:
Sole Director


 
/s/ Bradley L. Radoff
 
Bradley L. Radoff

 
5

 
 
 
 
Bandera Master Fund L.P.
   
 
By:
Bandera Partners LLC
its Investment Manager
   
 
By:
/s/ Jefferson Gramm
   
Name:
Jefferson Gramm
   
Title:
Managing Director
 

 
Bandera Partners LLC
   
 
By:
/s/ Jefferson Gramm
   
Name:
Jefferson Gramm
   
Title:
Managing Director


 
/s/ Gregory Bylinsky
 
Gregory Bylinsky


 
/s/ Jefferson Gramm
 
Jefferson Gramm


 
6

 

 
Lake Trail Managed Investments LLC
   
 
By:
Lake Trail Capital LP
Manager and Investment Manager
     
 
By:
Lake Trail Capital GP LLC
General Partner
   
 
By:
/s/ Thomas W. Purcell, Jr.
   
Name:
Thomas W. Purcell, Jr.
   
Title:
Sole Member


 
Lake Trail Capital LP
     
 
By:
Lake Trail Capital GP LLC
General Partner
   
 
By:
/s/ Thomas W. Purcell, Jr.
   
Name:
Thomas W. Purcell, Jr.
   
Title:
Sole Member


 
Lake Trail Capital GP LLC
     
   
 
By:
/s/ Thomas W. Purcell, Jr.
   
Name:
Thomas W. Purcell, Jr.
   
Title:
Sole Member


 
/s/ Thomas W. Purcell, Jr.
 
Thomas W. Purcell, Jr.



 
/s/ Joshua E. Schechter
 
Joshua E. Schechter
 
 
 
7