SEC FORM 4

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^*

SUMMITBRIDGE NATIONAL INVESTMENTS LLC

(Last)

(First)

(Middle)

C/O FORTRESS INVESTMENT GROUP LLC

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NOBLE ROMANS INC [ NROM.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	08/25/2005		S⁽¹⁾⁽²⁾		814,748	D	⁽¹⁾⁽²⁾	2,400,000	D⁽³⁾
Common Stock, no par value	08/25/2005		S⁽¹⁾⁽²⁾		814,748	D	⁽¹⁾⁽²⁾	2,400,000	I⁽⁴⁾	See footnote⁽⁴⁾
Common Stock, no par value	08/25/2005		S⁽¹⁾⁽²⁾		0	D	⁽¹⁾⁽²⁾	0	I⁽⁵⁾	See footnote⁽⁵⁾
Common Stock, no par value	08/25/2005		S⁽¹⁾⁽²⁾		814,748	D	⁽¹⁾⁽²⁾	2,400,000	I⁽⁶⁾	See footnote⁽⁶⁾
Common Stock, no par value	08/25/2005		S⁽¹⁾⁽²⁾		814,748	D	⁽¹⁾⁽²⁾	2,400,000	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock, no par value	08/25/2005		S⁽¹⁾⁽²⁾		0	D	⁽¹⁾⁽²⁾	0	I⁽⁸⁾	See footnote⁽⁸⁾
Common Stock, no par value	08/25/2005		S⁽¹⁾⁽²⁾		0	D	⁽¹⁾⁽²⁾	0	I⁽⁹⁾	See footnote⁽⁹⁾
Common Stock, no par value	08/25/2005		S⁽¹⁾⁽²⁾		0	D	⁽¹⁾⁽²⁾	0	I⁽¹⁰⁾	See footnote⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock (Preferred Stock)	$0⁽¹²⁾	08/25/2005		S⁽¹⁾⁽²⁾			4,929,275	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,643,092	⁽¹⁾⁽²⁾	0	D⁽³⁾
Common Stock Warrants (rights to buy) (Warrants)	$0.01	08/25/2005		S⁽¹⁾⁽²⁾			385,000	08/23/1998	12/31/2005	Common Stock	385,000	⁽¹⁾⁽²⁾	0	D⁽³⁾
Preferred Stock	$0⁽¹²⁾	08/25/2005		S⁽¹⁾⁽²⁾			4,929,275	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,643,092	⁽¹⁾⁽²⁾	0	I⁽⁴⁾	See footnote⁽⁴⁾
Warrants	$0.01	08/25/2005		S⁽¹⁾⁽²⁾			385,000	08/23/1998	12/31/2005	Common Stock	385,000	⁽¹⁾⁽²⁾	0	I⁽⁴⁾	See footnote⁽⁴⁾
Preferred Stock	$0⁽¹²⁾	08/25/2005		S⁽¹⁾⁽²⁾			0	⁽¹¹⁾	⁽¹¹⁾	Common Stock	0	⁽¹⁾⁽²⁾	0	I⁽⁵⁾	See footnote⁽⁵⁾
Warrants	$0.01	08/25/2005		S⁽¹⁾⁽²⁾			0	08/23/1998	12/31/2005	Common Stock	0	⁽¹⁾⁽²⁾	0	I⁽⁵⁾	See footnote⁽⁵⁾
Preferred Stock	$0⁽¹²⁾	08/25/2005		S⁽¹⁾⁽²⁾			4,929,275	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,643,092	⁽¹⁾⁽²⁾	0	I⁽⁶⁾	See footnote⁽⁶⁾
Warrants	$0.01	08/25/2005		S⁽¹⁾⁽²⁾			385,000	08/23/1998	12/31/2005	Common Stock	385,000	⁽¹⁾⁽²⁾	0	I⁽⁶⁾	See footnote⁽⁶⁾
Preferred Stock	$0⁽¹²⁾	08/25/2005		S⁽¹⁾⁽²⁾			4,929,275	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,643,092	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Warrants	$0.01	08/25/2005		S⁽¹⁾⁽²⁾			385,000	08/23/1998	12/31/2005	Common Stock	385,000	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Preferred Stock	$0⁽¹²⁾	08/25/2005		S⁽¹⁾⁽²⁾			0	⁽¹¹⁾	⁽¹¹⁾	Common Stock	0	⁽¹⁾⁽²⁾	0	I⁽⁸⁾	See footnote⁽⁸⁾
Warrants	$0.01	08/25/2005		S⁽¹⁾⁽²⁾			0	08/23/1998	12/31/2005	Common Stock	0	⁽¹⁾⁽²⁾	0	I⁽⁸⁾	See footnote⁽⁸⁾
Preferred Stock	$0⁽¹²⁾	08/25/2005		S⁽¹⁾⁽²⁾			0	⁽¹¹⁾	⁽¹¹⁾	Common Stock	0	⁽¹⁾⁽²⁾	0	I⁽⁹⁾	See footnote⁽⁹⁾
Warrants	$0.01	08/25/2005		S⁽¹⁾⁽²⁾			0	08/23/1998	12/31/2005	Common Stock	0	⁽¹⁾⁽²⁾	0	I⁽⁹⁾	See footnote⁽⁹⁾
Preferred Stock	$0⁽¹²⁾	08/25/2005		S⁽¹⁾⁽²⁾			0	⁽¹¹⁾	⁽¹¹⁾	Common Stock	0	⁽¹⁾⁽²⁾	0	I⁽¹⁰⁾	See footnote⁽¹⁰⁾
Warrants	$0.01	08/25/2005		S⁽¹⁾⁽²⁾			0	08/23/1998	12/31/2005	Common Stock	0	⁽¹⁾⁽²⁾	0	I⁽¹⁰⁾	See footnote⁽¹⁰⁾

1. Name and Address of Reporting Person^*

SUMMITBRIDGE NATIONAL INVESTMENTS LLC

(Last)

(First)

(Middle)

C/O FORTRESS INVESTMENT GROUP LLC

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP

(Last)

(First)

(Middle)

C/O FORTRESS INVESTMENT GROUP LLC

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC

(Last)

(First)

(Middle)

C/O FORTRESS INVESTMENT GROUP LLC

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FORTRESS INVESTMENT GROUP LLC

(Last)

(First)

(Middle)

C/O FORTRESS INVESTMENT GROUP LLC

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

(Last)

(First)

(Middle)

C/O D.B. ZWIRN & CO., L.P.

745 FIFTH AVENUE, 18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

D.B. ZWIRN & CO., L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DBZ GP, LLC

(Last)

(First)

(Middle)

C/O D.B. ZWIRN & CO., L.P.

745 FIFTH AVENUE, 18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ZWIRN HOLDINGS, LLC

(Last)

(First)

(Middle)

C/O D.B. ZWIRN & CO., L.P.

745 FIFTH AVENUE, 18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to a Settlement Agreement dated as of August 1, 2005 (Settlement Agreement), by and among Noble Roman's, Inc. (Company) and certain of its affilates, and SummitBridge National Investments LLC (SummitBridge), Drawbridge Special Opportunities Fund LP (Drawbridge LP) and D.B. Zwirn Special Opportunities Fund, L.P. f/k/a Highbridge/Zwirn Special Opportunities Fund, L.P. (D.B. Zwirn), the Company agreed to acquire all of SummitBridge's debt and equity interests in the Company, except for 2,400,000 shares of Common Stock, for a purchase price of $8,300,000. (cont'd footnote 2)

2. These debt and equity interests consisted of a promissory note for a face amount of $8,000,000; 3,214,748 shares of the Company's Common Stock; the $4,929,275 stated amount of the Company's no-yield preferred stock convertible into 1,643,092 shares of Common Stock; and the Warrant to purchase 385,000 shares of the Company's Common Stock. The equity interests, other than the 2,400,000 shares of Common Stock not transferred as noted, are the subject of this Form 4. SummitBridge also agreed to release certain affilates of the Company as guarantors with respect to certain obligations of the Company and has relinquished its right in the related guarantees.

3. The shares of Common Stock and derivative securities to which this note relates are held directly by SummitBridge.

4. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Drawbridge LP, in its capacity as one of the members of SummitBridge. As a result, Drawbridge LP may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge LP expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.

5. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Drawbridge Special Opportunities Advisors LLC (Drawbridge Advisors), in its capacity as advisor to Drawbridge LP. As a result, Drawbridge Advisors may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge Advisors expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.

6. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Fortress Investment Group LLC (Fortress), in its capacity as the managing member of Drawbridge Advisors. As a result, Fortress may be deemed to have beneficial ownership of these securities for purposes of Section 16. Fortress expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.

7. The shares of Common Stock and derivative securities to which this note relates are held indirectly by D.B. Zwirn, in its capacity as a member of Summit Delta Investor, LLC, which is one of the members of SummitBridge. As a result, D.B. Zwirn may be deemed to have beneficial ownership of these securities for purposes of Section 16. D.B. Zwirn expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.

8. The shares of Common Stock and derivative securities to which this note relates are held indirectly by D.B. Zwirn & Co., L.P. f/k/a Highbridge/Zwirn Capital Management, LLC (DBZCO), in its capacity as the trading manager of D.B. Zwirn. As a result, DBZCO may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZCO expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.

9. The shares of Common Stock and derivative securities to which this note relates are held indirectly by DBZ GP, LLC (DBZ), in its capacity as the general partner of DBZCO. As a result, DBZ may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZ expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.

10. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Zwirn Holdings, LLC f/k/a D.B. Zwirn & Co., LLC, in its capacity as the managing member of DBZ. As a result, Zwirn Holdings, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. Zwirn Holdings, LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.

11. Series A Convertible Preferred Stock is convertible into Common Stock at any time. There is no expiration date.

12. The Company's Articles of Amendment of the Articles of Incorporation provide that the conversion price is calculated by multiplying each share of Preferred Stock by $1.00 and dividing by $3.00. The shares of Preferred Stock are also subject to antidilution protection. SummitBridge directly holds 4,929,275 shares of the Company's Preferred Stock.

Remarks:

The joint filers include SummitBridge, Drawbridge LP, Drawbridge Advisors, Fortress, Summit Delta Investor, LLC, D.B. Zwirn, DBZCO, DBZ, Zwirn Holdings, LLC and Daniel B. Zwirn. A separate Form 4 has been filed for Summit Delta Investor, LLC and Daniel B. Zwirn due to Form 4 technical filing limitations. That report relates to the same transaction described herein.

	/s/ Dean Dakolias, for SummitBridge Nat'l Invsts	02/07/2006
	/s/ Dean Dakolias, for Drawbridge Spec Opp Fd	02/07/2006
	/s/ Dean Dakolias, for Drawbridge Spec Opp Advs	02/07/2006
	/s/ Alan Chesick, for Fortress Invst Grp	02/07/2006
	/s/ Daniel B. Zwirn, for D.B. Zwirn Spec Opp Fd	02/07/2006
	/s/ Daniel B. Zwirn, for D.B. Zwirn and Co., L.P.	02/07/2006
	/s/ Daniel B. Zwirn, for DBZ GP, LLC	02/07/2006
	/s/ Daniel B. Zwirn, for Zwirn Holdings, LLC	02/07/2006
	** Signature of Reporting Person	Date
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