SEC Form 4 · accession 0001437749-17-008774
KONA GRILL INC · KONA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BBS CAPITAL FUND LP
10% Owner
Berke Bakay
Officer — President and CEO · Director · 10% Owner
BBS Capital, LLC
Director · 10% Owner
BBS Capital Management, LP
Director · 10% Owner
BBS Capital GP, LP
Director · 10% Owner
Period of report
May 11, 2017
Accepted (ET)
May 11, 2017 · 4:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001265572
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 11, 2017 | P | 50,000 | $4.8344 | A | 1,280,000 | I | By Fund |
| Common Stock | holding | — | — | — | 92,602 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Price 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.
- F2The 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.
- F3The 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.