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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NOBLE ROMANS INC [ NROM.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |