| 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) 08/25/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/08/2006 |
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(1) | 08/25/2005 | S(2)(3) | 814,748 | D | (2)(3) | 2,400,000 | I(4) | See footnote(4) | ||
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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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| Explanation of Responses: |
| 1. This transaction is not new or revised but is being reported again solely to gain access to the system for filing this amendment. This amendment is being filed solely to add a written authorization for Daniel B. Zwirn. |
| 2. 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 3) |
| 3. 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. |
| 4. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Summit Delta Investor, LLC, in its capacity as one of the members of SummitBridge. The shares of Common Stock to which this note relates are owned directly by SummitBridge. As a result, Summit Delta Investor, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. Summit Delta Investor, LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
| Remarks: |
| The joint filers include SummitBridge National Investments LLC, Drawbridge Special Opportunities Fund LP, Drawbridge Special Opportunities Advisors LLC, Fortress Investment Group LLC, Summit Delta Investor, LLC, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn. This Form 4 has been filed separately for Summit Delta Investor, LLC and Daniel B. Zwirn due to Form 4 technical filing limitations. This report relates to the same transaction described in the separate report. Exhibit List Exhibit 24 - Power of Attorney for Daniel B. Zwirn |
| /s/ Daniel B. Zwirn, on behalf of Summit Delta Investor, LLC | 02/16/2006 | |
| /s/ Daniel B. Zwirn | 02/16/2006 | |
| ** 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. | ||