UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Noble Roman’s, Inc.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
655107100
(CUSIP Number)
 
Privet Fund LP
Attn: Ryan Levenson
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305

With a copy to:

Rick Miller
Bryan Cave LLP
1201 W. Peachtree St., 14th Floor
Atlanta, GA  30309
Tel: (404) 572-6600
 
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
July 25, 2014
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box o.

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).
 
 
 

 

 
SCHEDULE 13D
 
   CUSIP No. 655107100
  
Page 2 of 7 Pages    
 
         
1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Privet Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                          o
 
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
1,847,847
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,847,847
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,847,847
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14
TYPE OF REPORTING PERSON
PN
 
 
 

 

 
SCHEDULE 13D
 
   CUSIP No. 655107100
  
Page 3 of 7 Pages    
 
         
1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Privet Fund Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                          o
 
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
1,847,847
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,847,847
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,847,847
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14
TYPE OF REPORTING PERSON
OO
 
 
 

 

 
SCHEDULE 13D
 
   CUSIP No. 655107100
  
Page 4 of 7 Pages    
 
         
1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Ryan Levenson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                          o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION   United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON
WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,847,847
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,847,847
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,847,847
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14
TYPE OF REPORTING PERSON
IN
 
 
 

 

SCHEDULE 13D
     
CUSIP No. 655107100
  
Page 5 of 7 Pages     
 
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on June 23, 2014 (the “Schedule 13D”), with respect to the Common Stock, no par value (the “Common Stock”), of Noble Roman’s, Inc., an Indiana Corporation (the “Corporation”).  Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated in its entirety to read as follows:
 
The aggregate purchase price of the 1,847,847 shares of Common Stock beneficially owned by the Reporting Persons is approximately $2,770,603 not including brokerage commissions, which was funded with partnership funds of Privet Fund LP. Privet Fund LP effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and restated in its entirety to read as follows:
 
(a) As of the date of this filing, the Reporting Persons beneficially own 1,847,847 shares (the “Shares”), or approximately 9.3% of the outstanding Common Stock of the Corporation (calculated based on information included in the Form 10-Q filed by the Corporation for the quarterly period ended March 31, 2014, which reported that 19,801,087 shares of Common Stock were outstanding as of May 1, 2014).
 
 
 

 

 
SCHEDULE 13D
 
   CUSIP No. 655107100
  
Page 6 of 7 Pages    

Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Date:  August 4, 2014
 PRIVET FUND LP  
         
   
By: Privet Fund Management LLC,
  
   
Its Managing Partner
  
       
    By:  
 /s/ Ryan Levenson
  
   
Name: Ryan Levenson
  
    Its: Sole Manager  
         
 
PRIVET FUND MANAGEMENT LLC
  
         
    By: 
 /s/ Ryan Levenson
  
    Name: Ryan Levenson  
    Its: Sole Manager  
         
 
/s/ Ryan Levenson
  
 
Ryan Levenson
  
 
 
 

 

 
SCHEDULE 13D
 
   CUSIP No. 655107100
  
Page 7 of 7 Pages    
 
SCHEDULE 1

Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:
 
Unless otherwise indicated, all transactions were effected on the open market.

1.  
Privet Fund LP
 
Trade Date

Nature of Transaction
(Purchase/Sale)
Number of
Shares
Price Per Share (1)
6/30/2014
Purchase
11,890
$1.5383
7/2/2014
Purchase
2,980
$1.5500
7/3/2014
Purchase
1,800
$1.5500
7/8/2014
Purchase
200
$1.6000
7/9/2014
Purchase
10,000
$1.6000
7/11/2014
Purchase
10,200
$1.5990
7/14/2014
Purchase
30,300
$1.5823
7/15/2014
Purchase
11,098
$1.5988
7/16/2014
Purchase
500
$1.6000
7/17/2014
Purchase
11,100
$1.6000
7/18/2014
Purchase
4,200
$1.6000
7/21/2014
Purchase
46,700
$1.5328
7/22/2014
Purchase
21,780
$1.5998
7/23/2014
Purchase
14,500
$1.6000
7/24/2014
Purchase
11,000
$1.5982
7/25/2014
Purchase
66,500
$1.6000
7/28/2014
Purchase
2,700
$1.6000
7/29/2014
Purchase
36,500
$1.6428
7/30/2014
Purchase
17,700
$1.6944
7/31/2014
Purchase
104,600
$1.6885
8/1/2014
Purchase
2,600
$1.6500

1 Not including any brokerage fees.