UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 5
Under the Securities Exchange Act of 1934
Good Times Restaurants Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
382140879
(CUSIP Number)
| with a copy to: | |||||
| Delta Partners, LP | Gardere Wynne Sewell LLP | ||||
| 265 Franklin Street, Suite 903 | 2021 McKinney Ave., Suite 1600 | ||||
| Boston, MA 02110 | Dallas, Texas 75201 | ||||
| Attn: Charles Jobson | Attn: Evan Stone | ||||
| Tel: (617) 526-8960 | Tel: (214) 999-4906 | ||||
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 2018
(Date of Event Which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 382140879 | |||||
| 1 | Name of Reporting Person: Delta Partners, LP | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds (See Instructions): AF | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
| 8 |
Shared Voting Power
0 | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 0 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 0%* | ||||
| 14 | Type of Reporting Person (See Instructions) PN | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name of Reporting Person: Delta Partners GP, LLC | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds (See Instructions): AF | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
| 8 |
Shared Voting Power
0 | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 0 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 0%* | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name of Reporting Person: Prism Partners, L.P. | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds (See Instructions): WC | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
| 8 |
Shared Voting Power
1,363,440 | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 1,363,440 | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,363,440 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 10.9%* | ||||
| 14 | Type of Reporting Person (See Instructions) PN | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: Delta Growth Master Fund L.P. | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): WC | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization Cayman Islands | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared Voting Power
6,200 | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 6,200 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 6,200 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) Less than 1%* | ||||
| 14 | Type
of Reporting Person (See Instructions) OO | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: Delta Advisors, LLC | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): AF | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared Voting Power
1,369,640* | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 1,369,640* | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,369,640* | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) 11.0%** | ||||
| 14 | Type
of Reporting Person (See Instructions) OO | ||||
| * | Represents shares directly held by Prism Partners, L.P. and Delta Growth Master Fund L.P. Delta Advisors, LLC is the general partner of Prism Partners, L.P. and Delta Growth Master Fund L.P. |
| ** | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: Jobson Family Foundation | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): OO | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization Massachusetts | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared Voting Power
208,333 | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 208,333 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 208,333 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) 1.67%* | ||||
| 14 | Type
of Reporting Person (See Instructions) OO | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: Charles Jobson | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): AF | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization United States | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 670,484 | |||
| 8 | Shared Voting Power
1,578,273 | ||||
| 9 | Sole
Dispositive Power 670,484 | ||||
| 10 | Shared
Dispositive Power 1,578,273 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,248,757* | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) 18%** | ||||
| 14 | Type
of Reporting Person (See Instructions) IN | ||||
| * | Represents 1,363,440 shares held by Prism Partners, L.P., 6,200 shares held by Delta Growth Master Fund L.P., and 208,333 shares held by the Jobson Family Foundation. Delta Advisors, LLC is the general partner of Prism Partners, L.P. and Delta Growth Master Fund L.P. Delta Partners GP, LLC is the general partner of Delta Partners, LP. Charles Jobson is the managing member of Delta Advisors, LLC and Delta Partners GP, LLC. Charles Jobson is the trustee of the Jobson Family Foundation. |
| ** | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: REIT Redux LP | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): OO | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 440,000 | |||
| 8 | Shared Voting Power
0 | ||||
| 9 | Sole
Dispositive Power 440,000 | ||||
| 10 | Shared
Dispositive Power 0 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 440,000 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) 3.5%* | ||||
| 14 | Type
of Reporting Person (See Instructions) PN | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: REIT Redux GP, LLC | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): AF | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared
Voting Power 440,000 | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 440,000 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 440,000 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) 3.5%* | ||||
| 14 | Type
of Reporting Person (See Instructions) OO | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: Robert J. Stetson | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): AF, PF | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power
113,475* | |||
| 8 | Shared Voting Power
512,817 | ||||
| 9 | Sole
Dispositive Power 113,475* | ||||
| 10 | Shared
Dispositive Power 512,817 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 626,292* | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) 5.0%** | ||||
| 14 | Type
of Reporting Person (See Instructions) IN | ||||
| * | The aggregate amount includes 103,894 shares owned directly and vested options to acquire 9,581 shares of Common Stock. |
| ** | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: Leanlien, L.L.C. | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): WC | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization Texas | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared Voting Power
24,000 | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 24,000 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 24,000 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) Less than 1%* | ||||
| 14 | Type
of Reporting Person (See Instructions) OO | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: SLKW Investments LLC | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): WC | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared
Voting Power 48,817 | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 48,817 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 48,817 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) Less than 1%* | ||||
| 14 | Type
of Reporting Person (See Instructions) OO | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: David Martin West Asset Trust | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): WC | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization Texas | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared Voting Power
5,000 | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 5,000 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,000 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) Less than 1%* | ||||
| 14 | Type
of Reporting Person (See Instructions) OO | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: David West | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): AF | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared Voting Power
5,000 | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 5,000 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,000 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) Less than 1%* | ||||
| 14 | Type
of Reporting Person (See Instructions) IN | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: The Kropp 2010 Family Trust | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): WC | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization Texas | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared Voting Power
8,000 | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 8,000 | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 8,000 | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) Less than 1%* | ||||
| 14 | Type
of Reporting Person (See Instructions) OO | ||||
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
| CUSIP No. 382140879 | |||||
| 1 | Name
of Reporting Person: James H. Kropp | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ☒ | ||||
| (b) | ☐ | ||||
| 3 | SEC Use Only | ||||
| 4 | Source
of Funds (See Instructions): AF | ||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐ | ||||
| 6 | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole
Voting Power 0 | |||
| 8 | Shared Voting Power
8,000* | ||||
| 9 | Sole
Dispositive Power 0 | ||||
| 10 | Shared
Dispositive Power 8,000* | ||||
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 8,000* | ||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||||
| 13 | Percent
of Class Represented by Amount in Row (11) Less than 1%** | ||||
| 14 | Type
of Reporting Person (See Instructions) IN | ||||
| * | Includes 8,000 shares held by The Kropp 2010 Family Trust. |
| * | Based on 12,468,326 shares of Common Stock outstanding as of February 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2017, filed with the Securities and Exchange Commission on February 9, 2018. |
This Amendment No. 5 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 29, 2016 (as amended, the “Schedule 13D”), Delta Partners, LP, a Delaware limited partnership, Delta Partners GP, LLC, a Delaware limited liability company, Prism Partners, L.P., a Delaware limited partnership, Delta Growth Master Fund L.P., a Cayman Islands limited partnership, Delta Advisors, LLC, a Delaware limited liability company, the Jobson Family Foundation, a Massachusetts trust, Charles Jobson, an individual, REIT Redux LP, a Delaware limited partnership, REIT Redux GP, LLC, a Delaware limited liability company, Robert J. Stetson, an individual, Leanlien, L.L.C., a Texas limited liability company, SLKW Investments LLC, a Delaware limited liability company, David Martin West Asset Trust, a Texas trust, David West, an individual, The Kropp 2010 Family Trust, a Texas trust, and James H. Kropp, an individual, relating to the common stock, $0.001 par value per share (the “Common Stock”) of Good Times Restaurants Inc., a Delaware corporation (the “Issuer”), as amended by the first amendment thereto filed by certain Jobson Reporting Persons (defined below) on April 24, 2017, as amended by the second amendment thereto filed with the SEC on October 19, 2017, as amended by the third amendment thereto filed with the SEC on November 14, 2017, and as further amended by the fourth amendment thereto filed with the SEC on January 8, 2018. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the same meanings as are ascribed to them in the Schedule 13D.
This Amendment is being filed to supplement Items 2, 3, 4, 6 and 7 of the Schedule 13D.
| Item 2. | Identity and Background |
Items 2(a)–(f) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) This Schedule 13D is being filed by and on behalf of (i) Delta Partners, LP; (ii) Delta Partners GP, LLC; (iii) Prism Partners, L.P.; (iv) Delta Growth Master Fund L.P.; (v) Delta Advisors, LLC; (vi) Jobson Family Foundation; (vii) Charles Jobson; (viii) REIT Redux LP; (ix) REIT Redux GP, LLC; (x) Robert J. Stetson; (xi) Leanlien, L.L.C.; (xii) SLKW Investments LLC; (xiii) David Martin West Asset Trust; (xiv) David West; (xv) The Kropp 2010 Family Trust; and (xvi) James H. Kropp (the persons in clauses (i)–(vii) each, a “Jobson Reporting Person” and collectively, the “Jobson Reporting Persons”, the persons in clauses (viii)–(xvi) each, a “Stetson Reporting Person” and collectively, the “Stetson Reporting Persons”, and all persons in clauses (i)–(xvi) each, a “Reporting Person” and collectively, the “Reporting Persons”). As of March 8, 2018, Delta Partners, LP ceased to a beneficial owner, and Delta Partners GP, LLC ceased to be an indirect beneficial owner, of the Common Stock of the Issuer. The shares of Common Stock previously owned directly by Delta Partners, LP, and indirectly by Delta Partners GP, LLC, were distributed to Charles Jobson. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. The amended and restated agreement among the Reporting Persons to file jointly (the “A&R Joint Filing Agreement”) is attached hereto as Exhibit F.
(b) The principal business address of each Jobson Reporting Person other than Jobson Family Foundation is 265 Franklin Street, Suite 903, Boston, MA 02110. The principal business address of Jobson Family Foundation is 39 Livingston Road, Wellesley, MA 02482. The principal business address of REIT Redux LP, REIT Redux GP, LLC, The Kropp 2010 Family Trust and James H. Kropp is 14901 Quorum Drive, Suite 900, Dallas, Texas 75254. The principal business address of Robert Stetson, Leanlien, L.L.C., and SLKW Investments LLC is 6125 Luther Lane #380, Dallas, Texas 75225. The principal business address of David Martin West Asset Trust and David West is 16475 Dallas Parkway, Suite 155, Addison, Texas 75001.
(c) Prism Partners, L.P. and Delta Growth Master Fund L.P. are private investment funds, the principal business of which is to make investments. Delta Partners, LP is an investment manager. The principal business of Delta Partners GP, LLC is to act as the general partner of Delta Partners, LP. The principal business of Delta Advisors, LLC is to act as the general partner of Prism Partners, L.P. The principal business of Jobson Family Foundation is to serve as a charitable foundation. Charles Jobson serves as managing member of Delta Partners GP, LLC and Delta Advisors, LLC. REIT Redux LP, REIT Redux GP, LLC, Robert J. Stetson, Leanlien, L.L.C., SLKW Investments LLC, The Kropp 2010 Family Trust, and James H. Kropp are principally engaged in the business of acquiring, holding, managing, voting and disposing of various public and private investments. David Martin West Asset Trust and David West are principally engaged in real estate and investments. Mr. Stetson also serves as Chief Executive Officer of USRP and as Chief Financial Officer of Sholand, LLC. Mr. Kropp is the Chief Financial Officer of Microproperties, LLC.
Messrs. Stetson and Jobson are former directors of the Issuer, and, as identified in Item 6, each have a contractual right to be nominated as a director by the Issuer.
(d)-(e) During the last five years, no Reporting Person has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in it being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Delta Partners, LP, Prism Partners, L.P. and REIT Redux LP are Delaware limited partnerships. Delta Growth Master Fund L.P. is a Cayman Islands limited partnership. Delta Partners GP, LLC, Delta Advisors, LLC, and REIT Redux GP, LLC are Delaware limited liability companies. Leanlien, L.L.C. is a Texas limited liability company. SLKW Investments LLC is a Delaware limited liability company. Jobson Family Foundation is a Massachusetts trust. David Martin West Asset Trust and The Kropp 2010 Family Trusts are trusts formed under the laws of Texas. Charles Jobson, Robert Stetson, David West and James H. Kropp are each a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Paragraph 3 of Item 3 of the Schedule 13D is amended and restated in its entirety as follows:
All shares of Common Stock held directly by Robert Stetson (103,894 as of the reporting date) were acquired through either the purchase of Common Stock from the Issuer in a 2013 capital raise by the Issuer, through the exercise of warrants acquired as warrant coverage in connection therewith, or in the open market. The total amount of funds used by Mr. Stetson was approximately $229,620. All shares of Common Stock held directly by Leanlien, L.L.C. were acquired in the open market and the total of funds used by Leanlien, L.L.C. was approximately $49,800. All shares of Common Stock held directly by SLKW Investments LLC were acquired in the open market and the total of funds used by SLKW Investments LLC was approximately $121,424. David Martin West Asset Trust and The Kropp 2010 Family Trust acquired shares of Common Stock through either the purchase of Common Stock from the Issuer in a 2013 capital raise by the Issuer or through the exercise of warrants acquired as warrant coverage in connection therewith using aggregate funds of $13,600 (David Martin West Asset Trust) and $22,000 (The Kropp 2010 Family Trust). All shares of the foregoing shares of Common Stock were paid for using the working capital or personal or family investment capital of such Reporting Persons. Robert Stetson may also be deemed to beneficially own the shares of Common Stock held directly by SLKW Investments LLC, REIT Redux LP, and Leanlien, L.L.C. Neither David West nor James H. Kropp (who may be deemed to beneficially own the shares held by David Martin West Asset Trust and The Kropp 2010 Family Trust, respectively) holds shares of Common Stock directly.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs as the eleventh and twelfth paragraph of such Item:
On March 12, 2018, Charles Jobson, Robert J. Stetson, and the Issuer amicably entered into the Settlement Agreement attached hereto as Exhibit J (the “Settlement Agreement”). Pursuant to the terms of the Settlement Agreement, Messrs. Jobson and Stetson have agreed to cause Delta and REIT to withdraw the Nomination Letter. In exchange, the Issuer has agreed to nominate Geoffrey Bailey, Boyd Hobak, Jason Maceda, Mr. Stetson and Mr. Jobson for election to the Issuer’s board of directors at the Issuers annual meeting of stockholders to be held on May 23, 2018. Messrs. Jobson and Stetson have agreed to vote for such persons at such meeting, and intend to cause the Reporting Persons to do the same. The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached as Exhibit J hereto, which exhibit is incorporated by reference in its entirety in this Item 4.
Accordingly, Delta and REIT have withdrawn the Nomination Letter and no longer intend to solicit proxies for the election of the nominees. In light of the execution of the Settlement Agreement, the Reporting Persons look forward to working constructively with the Issuer and, the case of Messrs. Jobson and Stetson in their roles as directors, working together with the other directors to enhance shareholder value.
Item 5. Interest in Securities of the Issuer.
Item 5(e) is hereby amended and restated in its entirety as follows:
(e) Delta Partners, LP and Delta Partners GP, LLC ceased to be the beneficial owners of more than 5% of the Common Stock of the Issuer as of March 8, 2018.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information disclosed in Item 4 above is hereby incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is amended by amending and restating the following:
Exhibit F – A&R Joint Filing Agreement
Exhibit I – Transactions Effected During the Past Sixty Days
Item 7 of the Schedule 13D is amended by adding the following:
Exhibit J – Settlement Agreement
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: March 13, 2018 | DELTA PARTNERS, LP | |
| By: | Delta Partners GP, LLC, its general partner | |
| By: | /s/ Charles Jobson | |
| Name:
Charles Jobson Title: Managing Member | ||
| DELTA PARTNERS GP, LLC | ||
| By: | /s/ Charles Jobson | |
| Name:
Charles Jobson Title: Managing Member | ||
| DELTA GROWTH MASTER FUND L.P. | ||
| By: | Delta Advisors, LLC, its general partner | |
| By: | /s/ Charles Jobson | |
| Name:
Charles Jobson Title: Managing Member | ||
| PRISM PARTNERS, L.P. | ||
| By: | Delta Advisors, LLC, its general partner | |
| By: | /s/ Charles Jobson | |
| Name:
Charles Jobson Title: Managing Member | ||
| DELTA ADVISORS, LLC | ||
| By: | /s/ Charles Jobson | |
| Name:
Charles Jobson Title: Managing Member | ||
| JOBSON FAMILY FOUNDATION | ||
| By: | /s/ Charles Jobson | |
| Name:
Charles Jobson Title: Trustee | ||
| CHARLES JOBSON | ||
| By: | /s/ Charles Jobson | |
| Charles Jobson, individually | ||
| REIT REDUX LP | ||
| By: REIT Redux GP, LLC, its general partner | ||
| By: | /s/ Robert Stetson | |
| Name: Robert Stetson | ||
| Title: President | ||
| REIT REDUX GP, LLC | ||
| By: | /s/ Robert Stetson | |
| Name: Robert Stetson | ||
| Title: President | ||
| LEANLIEN, L.L.C. | ||
| By: | /s/ Robert Stetson | |
| Name: Robert Stetson | ||
| Title: Manager | ||
| ROBERT STETSON | ||
| By: | /s/ Robert Stetson | |
| Robert Stetson, individually | ||
| SLKW INVESTMENTS LLC | ||
| By: | /s/ Robert Stetson | |
| Name: Robert Stetson | ||
| Title: Managing Member | ||
| DAVID MARTIN WEST ASSET TRUST | ||
| By: | /s/ David West | |
| Name: David West | ||
| Title: Trustee | ||
| DAVID WEST | ||
| By: | /s/ David West | |
| David West, individually | ||
| THE KROPP 2010 FAMILY TRUST | ||
| By: | /s/ James H. Kropp | |
| Name: James H. Kropp | ||
| Title: Trustee | ||
| JAMES H. KROPP | ||
| By: | /s/ James H. Kropp | |
| James H. Kropp, individually | ||
Exhibit F
AMENDED AND RESTATED JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated March 13, 2018 (including amendments thereto) with respect to the Common Stock of Good Times Restaurants Inc. This Amended and Restated Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: March 13, 2018
| DELTA PARTNERS, LP | REIT REDUX GP, LLC | |||
| By: Delta Partners GP, LLC, its general partner | By: | /s/ Robert Stetson | ||
| Name: Robert Stetson | ||||
| By: | /s/ Charles Jobson | Title: | President | |
| Name: | Charles Jobson | |||
| Title: | Managing Member | |||
| DELTA PARTNERS GP, LLC | LEANLIEN, L.L.C. | |||
| By: | /s/ Charles Jobson | By: | /s/ Robert Stetson | |
| Name: | Charles Jobson | Name: Robert Stetson | ||
| Title: | Managing Member | Title: | Manager | |
| PRISM PARTNERS, L.P. | ROBERT STETSON | |||
| By: | Delta Advisors, LLC, its general partner | By: | /s/ Robert Stetson | |
| Robert Stetson, individually | ||||
| By: | /s/ Charles Jobson | |||
| Name: | Charles Jobson | |||
| Title: | Managing Member | |||
| DELTA ADVISORS, LLC | DAVID MARTIN WEST ASSET | |||
| By: | /s/ Charles Jobson | By: | /s/ David West | |
| Name: | Charles Jobson | Name: David West | ||
| Title: | Managing Member | Title: | Trustee | |
| JOBSON FAMILY FOUNDATION | DAVID WEST | |||
| By: | /s/ Charles Jobson | By: | /s/ David West | |
| Name: | Charles Jobson | David West, individually | ||
| Title: | Trustee | |||
| CHARLES JOBSON | THE KROPP 2010 FAMILY TRUST | |||
| By: | /s/ Charles Jobson | By: | /s/ James H. Kropp | |
| Charles Jobson, individually | Name: James H. Kropp | |||
| Title: | Trustee | |||
| REIT REDUX LP | JAMES H. KROPP | |||
| By: REIT Redux GP, LLC, its general partner | By: | /s/ James H. Kropp | ||
| James H. Kropp, individually | ||||
| By: | /s/ Robert Stetson | |||
| Name: Robert Stetson | ||||
| Title: | President | |||
| SLKW INVESTMENTS LLC | |||
| By: | /s/ Robert Stetson | ||
| Name: Robert Stetson | |||
| Title: Managing Member | |||
Exhibit I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
The below transactions in the Common Stock were effected by, or for the benefit of, SLKW Investments LLC in the open market.
| Transaction Date | Transaction Type | Number of Shares | Average Price Per Share (including commissions) |
| February 5, 2018 | Purchase (shares acquired by Reporting Person) | 4,000 | $2.35 |
| February 6, 2018 | Purchase (shares acquired by Reporting Person) | 3,000 | $2.3417 |
| February 7, 2018 | Purchase (shares acquired by Reporting Person) | 1,600 | $2.45 |
| February 8, 2018 | Purchase (shares acquired by Reporting Person) | 400 | $2.35 |
| February 9, 2018 | Purchase (shares acquired by Reporting Person) | 1,700 | $2.3417 |
| February 12, 2018 | Purchase (shares acquired by Reporting Person) | 2 | $2.45 |
| February 13, 2018 | Purchase (shares acquired by Reporting Person) | 1,214 | $2.5494 |
| February 14, 2018 | Purchase (shares acquired by Reporting Person) | 17,100 | $2.60 |
| February 15, 2018 | Purchase (shares acquired by Reporting Person) | 7,700 | $2.60 |
| February 21, 2018 | Purchase (shares acquired by Reporting Person) | 101 | $2.5494 |
| February 22, 2018 | Purchase (shares acquired by Reporting Person) | 500 | $2.60 |
The below transaction in the common stock was effected by, or for the benefit of, Delta Partners, LP and Charles Jobson.
| Transaction Date | Transaction Type | Number of Shares | Average Price Per Share (including commissions) |
| March 8, 2018 | Other Transaction (distribution from Delta Partners, LP to Charles Jobson) | 670,784 | $0 |
