SEC Form 5/A · accession 0000921895-18-000975

ONE Group Hospitality, Inc. · STKS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 5/A). It replaces an earlier filing for the same period.

Reporting owners

Kanen Wealth Management LLC

10% Owner · Other

David Kanen

10% Owner · Other

Philotimo Fund, LP

10% Owner · Other

Period of report

Dec 31, 2017

Accepted (ET)

Mar 14, 2018 · 4:01 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001399520

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Nov 21, 2017	P	28,020	$1.947	A	2,193,776	I	Kanen Wealth Management LLC
Common Stock^F1	Nov 22, 2017	P	3,288	$2.00	A	2,197,064	I	Kanen Wealth Management LLC
Common Stock^F1	Nov 24, 2017	P	6,702	$2.00	A	2,203,766	I	Kanen Wealth Management LLC
Common Stock^F1	Nov 28, 2017	P	2,200	$2.05	A	2,205,966	I	Kanen Wealth Management LLC
Common Stock^F1	Nov 29, 2017	P	40,100	$2.10	A	2,246,066	I	Kanen Wealth Management LLC
Common Stock^F1	Nov 30, 2017	P	17,000	$2.2215	A	2,263,066	I	Kanen Wealth Management LLC
Common Stock^F1	Dec 1, 2017	P	1,100	$2.23	A	2,264,166	I	Kanen Wealth Management LLC
Common Stock^F1	Dec 15, 2017	P	20,475	$2.1493	A	2,284,641	I	Kanen Wealth Management LLC
Common Stock^F1	Dec 21, 2017	P	4,533	$2.1985	A	2,289,174	I	Kanen Wealth Management LLC
Common Stock^F1	Dec 22, 2017	P	22,099	$2.1981	A	2,311,273	I	Kanen Wealth Management LLC
Common Stock^F1	Dec 27, 2017	P	227,724	$2.2197	A	2,538,997	I	Kanen Wealth Management LLC
Common Stock^F1	Dec 28, 2017	P	150,000	$2.2262	A	2,688,997	I	Kanen Wealth Management LLC
Common Stock^F2	Dec 29, 2017	P	35,000	$2.39	A	1,845,000	I	The Philotimo Fund LLC
Common Stock^F2	holding	—	—		—	18,921	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants^F3	$1.63	Nov 22, 2017	J	125,000	A	May 15, 2018	May 15, 2023	Common Stock	125,000	125,000	I

Explanation of responses

F1The Form 3 filed by Kanen Wealth Management LLC ("KWM"), Mr. Kanen and The Philotimo Fund LLC on November 20, 2017, indicates that KWM does not own any shares of the Issuer since KWM does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM. To align the Section 16 filings with the Schedule 13D, as amended, filed by KWM and Mr. Kanen, Item 6 of Table 1 above has been revised to reflect KWM's beneficial ownership of the Company's Common Stock as reported in the Schedule 13D, excluding the shares owned by The Philotimo Fund LLC, which are reported separately in Item 6, of Table 1 above.
F2Mr. Kanen beneficially owns 4,553,997 shares of Common Stock, which represent approximately 16.6% of the Company's outstanding shares of Common Stock. Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the 2,688,997 shares of Common Stock held in customer accounts managed by KWM (including the 18,921 shares held in Mr. Kanen's account) and the 1,845,000 shares of Common Stock and the 125,000 warrants held by The Philotimo Fund LLC, of which KWM is the general partner. Mr. Kanen expressly disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Mr. Kanen does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM other than the shares held in Mr. Kanen's account.
F3The warrants were received in connection with a private purchase of shares of the Issuer.

Remarks

This amendment to Form 5 is being filed to include the 125,000 warrants held by The Philotimo Fund LLC.