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 NY 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)
02/06/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, no par value 02/06/2006 S 105,250 D $1.1 2,294,750 D(1)
Common Stock, no par value 02/06/2006 S 105,250 D $1.1 2,294,750 I(2) See footnote 2
Common Stock, no par value 02/06/2006 S 0 D $1.1 0 I(3) See footnote 3
Common Stock, no par value 02/06/2006 S 105,250 D $1.1 2,294,750 I(4) See footnote 4
Common Stock, no par value 02/06/2006 S 105,250 D $1.1 2,294,750 I(5) See footnote 5
Common Stock, no par value 02/06/2006 S 105,250 D $1.1 2,294,750 I(6) See footnote 6
Common Stock, no par value 02/06/2006 S 0 D $1.1 0 I(7) See footnote 7
Common Stock, no par value 02/06/2006 S 0 D $1.1 0 I(8) See footnote 8
Common Stock, no par value 02/06/2006 S 0 D $1.1 0 I(9) See footnote 9
Common Stock, no par value 02/06/2006 S 0 D $1.1 0 I(10) See footnote 10
Common Stock, no par value 02/08/2006 S 25,000 D $1.1 2,269,750 D(1)
Common Stock, no par value 02/08/2006 S 25,000 D $1.1 2,269,750 I(2) See footnote 2
Common Stock, no par value 02/08/2006 S 0 D $1.1 0 I(3) See footnote 3
Common Stock, no par value 02/08/2006 S 25,000 D $1.1 2,269,750 I(4) See footnote 4
Common Stock, no par value 02/08/2006 S 25,000 D $1.1 2,269,750 I(5) See footnote 5
Common Stock, no par value 02/08/2006 S 25,000 D $1.1 2,269,750 I(6) See footnote 6
Common Stock, no par value 02/08/2006 S 0 D $1.1 0 I(7) See footnote 7
Common Stock, no par value 02/08/2006 S 0 D $1.1 0 I(8) See footnote 8
Common Stock, no par value 02/08/2006 S 0 D $1.1 0 I(9) See footnote 9
Common Stock, no par value 02/08/2006 S 0 D $1.1 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 NY 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 NY 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 NY 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 NY 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*
Summit Delta Investor, LLC

(Last) (First) (Middle)
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 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 SPECIAL OPPORTUNITIES FUND, L.P.

(Last) (First) (Middle)
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 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 NY 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 NY 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 NY 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 DANIEL B

(Last) (First) (Middle)
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 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. The shares of Common Stock to which this note relates are held directly by SummitBridge National Investments LLC ("SummitBridge LLC"), a Delaware limited liability company.
2. The shares of Common Stock to which this note relates are held indirectly by Drawbridge Special Opportunities Fund LP, a Delaware limited partnership ("Drawbridge LP"), in its capacity as one of the members of SummitBridge LLC. 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.
3. The shares of Common Stock to which this note relates are held indirectly by Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company ("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.
4. The shares of Common Stock to which this note relates are held indirectly by Fortress Investment Group LLC, a Delaware limited liability company ("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.
5. The shares of Common Stock to which this note relates are held indirectly by Summit Delta Investor, LLC, a Delaware limited liability company ("Summit Delta"), in its capacity as one of the members of SummitBridge LLC. As a result, Summit Delta may be deemed to have beneficial ownership of these securities for purposes of Section 16. Summit Delta expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.
6. The shares of Common Stock to which this note relates are held indirectly by D.B. Zwirn Special Opportunities Fund, L.P. f/k/a Highbridge/Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership ("D.B. Zwirn L.P."), in its capacity as a member of Summit Delta. As a result, D.B. Zwirn L.P. may be deemed to have beneficial ownership of these securities for purposes of Section 16. D.B. Zwirn L.P. expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.
7. The shares of Common Stock to which this note relates are held indirectly by D.B. Zwirn & Co., L.P. f/k/a Highbridge/Zwirn Capital Management, LLC, a Delaware limited partnership ("DBZCO"), in its capacity as the trading manager of D.B. Zwirn L.P. 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.
8. The shares of Common Stock to which this note relates are held indirectly by DBZ GP, LLC, a Delaware limited liability company, in its capacity as the general partner of DBZCO. As a result, DBZ GP, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZ GP, LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.
9. The shares of Common Stock to which this note relates are held indirectly by Zwirn Holdings, LLC f/k/a D.B. Zwirn & Co., LLC, a Delaware limited liability company, in its capacity as the managing member of DBZ GP, LLC. 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.
10. The shares of Common Stock to which this note relates are held indirectly by Daniel B. Zwirn, in his capacity as the managing member of Zwirn Holdings, LLC. As a result, Daniel B. Zwirn may be deemed to have beneficial ownership of these securities for purposes of Section 16. Daniel B. Zwirn expressly disclaims beneficial ownership of any of these securities in which he does not have a pecuniary interest.
/s/ Dean Dakolias, on behalf of SummitBridge National Investments LLC 02/08/2006
/s/ Dean Dakolias, on behalf of Drawbridge Special Opportunities Fund LP 02/08/2006
/s/ Dean Dakolias, on behalf of Drawbridge Special Opportunities Advisors LLC 02/08/2006
/s/ Daniel Bass, on behalf of Fortress Investment Group, LLC 02/08/2006
/s/ David A. Proshan, on behalf of Summit Delta Investor, LLC 02/08/2006
/s/ David A. Proshan, on behalf of D.B. Zwirn Special Opportunities Fund, L.P. 02/08/2006
/s/ David A. Proshan, on behalf of D.B. Zwirn & Co., L.P. 02/08/2006
/s/ David A. Proshan, on behalf of DBZ GP, LLC 02/08/2006
/s/ David A. Proshan, on behalf of Zwirn Holdings, LLC 02/08/2006
/s/ David A. Proshan, by Power of Attorney 02/08/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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