0001688522-17-000007.txt : 20170809 0001688522-17-000007.hdr.sgml : 20170809 20170809094701 ACCESSION NUMBER: 0001688522-17-000007 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170809 DATE AS OF CHANGE: 20170809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Diversified Restaurant Holdings, Inc. CENTRAL INDEX KEY: 0001394156 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 030606420 STATE OF INCORPORATION: NV FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85278 FILM NUMBER: 171016666 BUSINESS ADDRESS: STREET 1: 27680 FRANKLIN ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: (248) 223-9160 MAIL ADDRESS: STREET 1: 27680 FRANKLIN ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: Diversified Restaurants Holding, Inc. DATE OF NAME CHANGE: 20070322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Philotimo Fund, LP CENTRAL INDEX KEY: 0001688522 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5850 CORAL RIDGE DRIVE, SUITE 309 CITY: CORAL SPRINGS STATE: FL ZIP: 33076 BUSINESS PHONE: 631-863-3100 MAIL ADDRESS: STREET 1: 5850 CORAL RIDGE DRIVE, SUITE 309 CITY: CORAL SPRINGS STATE: FL ZIP: 33076 SC 13D 1 SAUC_13D_KWM.txt SC13D FOR SAUC FILED BY KWM UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____)* Diversified Restaurant Holdings, Inc. (Name of Issuer) Class A Common stock (Title of Class of Securities) 25532M105 (CUSIP Number) August 4, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 in 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). 1 Names of Reporting Persons Kanen Wealth Management LLC 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See instructions) (b) [ ] 3 SEC USE ONLY 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Florida, USA 7 Sole Voting Power 0 NUMBER OF 8 Shared Voting Power SHARES BENEFICIALLY 250,624 OWNED BY EACH REPORTING 9 Sole Dispositive Power PERSON WITH 0 10 Shared Dispositive Power 250,624 11 Aggregate Amount Beneficially Owned by each Reporting Person 250,624 12 Check if the Aggregate Amount in Row 11 Excludes Certain Shares (see instructions) [ ] 13 Percent of Class Represented by Amount in Row 11 0.94% 14 Type of Reporting Person (See Instructions) IA (1) KWM is the beneficial owner of 260,624 shares held by the Philotimo Fund, LP. David L. Kanen is the managing member of KWM and may be deemed to share voting and dispositive power over such shares with KWM. 1 Names of Reporting Persons David Kanen, Managing Member of Kanen Wealth Management, LLC 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See instructions) (b) [ ] 3 SEC USE ONLY 4 Source of Funds (See Instructions) PF 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Florida, USA 7 Sole Voting Power 2,980 NUMBER OF 8 Shared Voting Power SHARES BENEFICIALLY 1,457,344 OWNED BY EACH REPORTING 9 Sole Dispositive Power PERSON WITH 2,980 10 Shared Dispositive Power 1,457,344 11 Aggregate Amount Beneficially Owned by each Reporting Person 1,460,324 12 Check if the Aggregate Amount in Row 11 Excludes Certain Shares (see instructions) [ ] 13 Percent of Class Represented by Amount in Row 11 5.49% 14 Type of Reporting Person (See Instructions) IA (2) Includes 2,980 shares of Common Stock held by Mr. Kanen for his own account. Mr. Kanen also has an ownership interest in the Philotimo Fund. Item 1 Security and Issuer. Item 1(a). Name of Issuer. Diversified Restaurant Holdings, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. Diversified Restaurant Holdings, Inc. 27680 Franklin Rd. Southfield, MI 48034 Item 1(c) CUSIP Number 25532M105 Item 2 Identity and Background. Item 2(a). Name of Person Filing. David Kanen, Managing Member of Kanen Wealth Management, LLC Item 2(b). Address of Principal Business Office or, if none, Residence. Mr. David L. Kanen Kanen Wealth Management LLC 5850 Coral Ridge Drive, Suite 309 Coral Springs, FL 33076 Item 2(c). Citizenship. Florida limited liability company Item 2(d). Title of Class of Securities. Class A Common stock Item 2(e). None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Item 2(f) None of the Reporting Persons have, during the last five years, been a 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. Item 3 Source or Amount of Funds or Other Consideration. The Reporting Persons purchased the shares of Common Stock of the Issuer in the ordinary course of business. The Common Stock of the Issuer beneficially owned by KWM was acquired on behalf of the investment advisory clients of KWM under discretionary authority granted by KWM. In addition, Mr. Kanen purchased Common Stock of the Issuer for his own account. Because substantially all of the shares of Common Stock beneficially owned by KWM were acquired by customers prior to entering into investment advisory agreements with KWM, the aggregate amount of funds used to acquire the Common Stock set forth in this Item 3 is to the best knowledge of the Reporting Persons. In addition, none of the funds used to purchase the Common Stock of the Issuer were provided through borrowings of any nature.The aggregate amount of funds used to purchase all of the Common Stock reported in this filing totaled approximately $3,190,393.12 Item 4 Purpose of Transaction. The 2,980 shares of Common Stock beneficially owned by Mr. Kanen for his own account were purchased and are held by Mr. Kanen for investment purposes. Depending on market conditions and other factors Mr. Kanen may deem relevant, Mr. Kanen may acquire additional shares of the Common Stock, or dispose of the shares of Common Stock, from time to time, in open market or privately negotiated transactions. The 1,460,324 shares beneficially owned by KWM were purchased and are held for investment purposes on behalf of client accounts over which KWM, together with Mr. Kanen, has sole discretionary dispositive and voting power. Depending on market conditions and other factors KWM may deem relevant, KWM may, on behalf of client accounts as part of its ongoing portfolio management process, acquire additional shares of the Common Stock, or dispose of the shares of Common Stock, from time to time, in open market or privately negotiated transactions. KWM is the beneficial owner of 250,624 shares held for the Philotimo Fund, LP. Depending on market conditions and other factors KWM may deem relevant, KWM may, on behalf of the fund as part of its ongoing portfolio management process, acquire additional shares of the Common Stock, or dispose of the shares of Common Stock, from time to time, in open market or privately negotiated transactions KWM, the Philotimo Fund, and Mr. Kanen plan on engaging the company in amicable discussions relating to capital allocation for the purpose of maximizing shareholder value. Additionally, they plan on initiating conversations with regard to board representation and potential new members that have relative experience and a track record of maximizing shareholder value. Item 5 Interest in the Securities of the Issuer. (a)-(b) KWM may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 250,624 shares of Common Stock which represent 0.94% of the Issuer's outstanding shares of Common Stock. Sole Voting Power 0 Shared Voting Power 250,624 Sole Dispositive Power 0 Shared Dispositive Power 250,624 Mr. Kanen may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 1,460,324 shares of Common Stock which represent 5.49% of the Issuer's outstanding shares of Common Stock. Sole Voting Power 2,980 Shared Voting Power 1,457,344 Sole Dispositive Power 2,980 Shared Dispositive Power 1,457,344 For purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is or purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is 26,673,471, as of the date of, as of the date of August 3, 2017. KWM, in its role as investment manager to several customer accounts (collectively, the "Accounts") to which it furnishes investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer's Common Stock held in the Accounts. In addition to those shares of Common Stock held in the Accounts over which Mr. Kanen shares voting and/or dispositive power with KWM, Mr. Kanen beneficially owns 2,980 shares of the Issuer's Common Stock held for his own account. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except for the investment advisory agreements between the Reporting Persons and the owners of the Accounts, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer. 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. August 8, 2017 Date KANEN WEALTH MANAGEMENT LLC /s/ David L. Kanen Signature David L. Kanen, Managing Member Name/Title DAVID L. KANEN /s/ David L. Kanen Signature