UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN
STATEMENT FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
CHANTICLEER HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
15930P404
(CUSIP Number)
December 31, 2019
(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)
☒ 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 not be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 15930P404 | Page 2 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS. Bryan Ezralow | ||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ | |||||
| 3. |
SEC USE ONLY | ||||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|||||||
| 5. | SOLE VOTING POWER | 204,349 | |||||
| 6. | SHARED VOTING POWER | -0- | |||||
| 7. | SOLE DISPOSITIVE POWER | 204,349 | |||||
| 8. | SHARED DISPOSITIVE POWER | -0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 204,349 | ||||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.03%
| ||||||
| 12. |
TYPE OF REPORTING PERSON
IN | ||||||
| CUSIP NO. 15930P404 | Page 3 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS. Bryan Ezralow 1994 Trust u/t/d December 22, 1994 | ||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ | |||||
| 3. |
SEC USE ONLY | ||||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|||||||
| 5. | SOLE VOTING POWER | 204,349 | |||||
| 6. | SHARED VOTING POWER | -0- | |||||
| 7. | SOLE DISPOSITIVE POWER | 204,349 | |||||
| 8. | SHARED DISPOSITIVE POWER | -0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 204,349 | ||||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.03%
| ||||||
| 12. |
TYPE OF REPORTING PERSON
OO | ||||||
Item 1(a). Name of Issuer.
Chanticleer Holdings, Inc., a Delaware corporation (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices.
7621 Little Avenue, Suite 414
Charlotte, North Carolina 28226
Item 2(a). Name of Person Filing.
The names of the persons filing are:
(i) Bryan Ezralow; and
(ii) Bryan Ezralow 1994 Trust u/t/d December 22, 1994 (“1994 Trust”)
Item 2(b). Address of Principal Business Office, or, if None, Residence.
23622 Calabasas Road, Suite 200
Calabasas, CA 91302
Item 2(c). Citizenship.
United States.
Item 2(d). Title of Class of Securities.
The title of the class of securities to which this statement relates is the common stock of the Issuer, $0.0001 par value per share (the “Common Stock”).
Item 2(e). CUSIP No.
15930P404
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person Filing is a: |
Not Applicable.
| Item 4. | Ownership. |
The percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 10,073,545 shares of Common Stock issued and outstanding as of November 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 14, 2019.
| A. | Bryan Ezralow |
| (a) | Amount beneficially owned: 204,349. |
| (b) | Percent of class: 2.03%. |
| (c) | Number of shares as to which the Bryan Ezralow has: |
| (i) | Sole power to vote or direct the vote: 204,349. |
| (ii) | Shared power to vote or direct the vote: 0. |
| (iii) | Sole power to dispose or direct the disposition: 204,349. |
| (iv) | Shared power to dispose or direct the disposition: 0. |
| B. | 1994 Trust |
| (a) | Amount beneficially owned: 204,349. |
| (b) | Percent of class: 2.03%. |
| (c) | Number of shares as to which the 1994 Trust has: |
| (i) | Sole power to vote or direct the vote: 204,349. |
| (ii) | Shared power to vote or direct the vote: 0. |
| (iii) | Sole power to dispose or direct the disposition: 204,349. |
| (iv) | Shared power to dispose or direct the disposition: 0. |
The 1994 Trust directly owns 204,349 shares of Common Stock. Bryan Ezralow is the sole trustee of the 1994 Trust, and thus, Bryan Ezralow as an individual may be deemed to beneficially own the 204,349 shares of Common Stock owned by the 1994 Trust.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this Schedule is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits.
Joint Filing Agreement attached as Exhibit 99.1
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.
| Dated: February 10, 2020 | ||
| /s/ Bryan Ezralow | ||
| Bryan Ezralow | ||
| Dated: February 10, 2020 | |||
| Bryan Ezralow 1994 Trust u/t/d December 22, 1994 | |||
| By: | /s/ Bryan Ezralow | ||
| Bryan Ezralow, Trustee | |||
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning the other, except to the extent that the undersigned knows or has reason to believe that such information is inaccurate.
Dated: February 10, 2020
| /s/ Bryan Ezralow | |||
| Bryan Ezralow | |||
| Bryan Ezralow 1994 Trust u/t/d December 22, 1994 | |||
| By: | /s/ Bryan Ezralow | ||
| Bryan Ezralow, Trustee | |||