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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bakay Berke 15059 NORTH SCOTTSDALE ROAD, SUITE 300 SCOTTSDALE, AZ 85254 |
X | X | President and CEO | |
BBS CAPITAL FUND LP 5524 EAST ESTRID AVENUE SCOTTSDALE, AZ 85254 |
X | |||
BBS Capital Management, LP 5524 EAST ESTRID AVENUE SCOTTSDALE, AZ 85254 |
X | X | ||
BBS Capital GP, LP 5524 EAST ESTRID AVENUE SCOTTSDALE, AZ 85254 |
X | X | ||
BBS Capital, LLC 5524 EAST ESTRID AVENUE SCOTTSDALE, AZ 85254 |
X | X |
/s/ Berke Bakay | 05/11/2017 | |
**Signature of Reporting Person | Date | |
/s/ Berke Bakay, manager of BBS Capital, LLC, general partner of BBS Capital GP, LP, general partner of BBS Capital Fund, LP | 05/11/2017 | |
**Signature of Reporting Person | Date | |
/s/ Berke Bakay, manager of BBS Capital, LLC, general partner of BBS Capital GP, LP | 05/11/2017 | |
**Signature of Reporting Person | Date | |
/s/ Berke Bakay, manager of BBS Capital, LLC general partner of BBS Capital Management, LP | 05/11/2017 | |
**Signature of Reporting Person | Date | |
/s/ Berke Bakay, manager of BBS Capital, LLC | 05/11/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.75 to $4.90, inclusive. The reporting persons undertake to provide Kona Grill, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range specified above. |
(2) | The filing of this Form 4 shall not be constructed as an admission that BBS Capital Management, LP ("BBS Management"), BBS Capital GP, LP ("BBS GP"), BBS Capital, LLC ("BBS Capital") or Mr. Berke Bakay are or were for the purpose of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock, par value $0.01 per share ("Common Stock"), of Kona Grill, Inc. (the "Issuer") owned by BBS Capital Fund, LP (the "Fund"). Mr Bakay, BBS GP, BBS Management and BBS Capital each disclaim any such beneficial ownership except to the extent of their pecuniary interest. |
(3) | The Fund beneficially owns 1,280,000 shares of Common Stock of the Issuer as of May 11, 2017 BBS GP, as general partner of the Fund, BBS Capital, as the general partner of BBS GP, and Mr. Bakay may be deemed to have an indirect pecuniary interest in such shares due to the performance allocation from the Fund and their direct or indirect partnership interests in the Fund. BBS Management, as investment manager to the Fund receives an asset-based management fee from the Fund and, therefore, has no pecuniary interest. |