Page 6 of 9 – SEC Filing
| Item 1. | Security and Issuer. |
This statement relates to the common stock, par value $0.32 (the “Common Stock”), of Luby’s Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 13111 Northwest Freeway, Suite 600, Houston, Texas 77040.
| Item 2. | Identity and Background. |
(a) This statement is being filed by (1) Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”); (2) Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”); (3) Gregory Bylinsky; and (4) Jefferson Gramm. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Bandera Partners is the investment manager of Bandera Master Fund. Bandera Master Fund has granted to Bandera Partners the sole and exclusive authority to vote and dispose of the Shares held directly by Bandera Master Fund. Each of Messrs. Bylinsky and Gramm are Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners. By virtue of these relationships, each of Bandera Partners and Messrs. Bylinsky and Gramm may be deemed to beneficially own the Shares owned directly by Bandera Master Fund.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein.
(b) The address of the principal office of each of the Reporting Persons is 50 Broad Street, Suite 1820, New York, New York 10004.
(c) The principal business of Bandera Master Fund is investing in securities. The principal business of Bandera Partners is serving as the investment manager of Bandera Master Fund. Each of Messrs. Bylinsky and Gramm are Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Bandera Master Fund is organized under the laws of the Cayman Islands. Bandera Partners is organized under the laws of the State of Delaware. Each of Messrs. Bylinsky and Gramm are citizens of the United States of America..
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by Bandera Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,504,459 Shares owned directly by Bandera Master Fund is approximately $5,883,790.42, including brokerage commissions.
The Shares purchased by Mr. Gramm were purchased using personal funds. The aggregate purchase price of the 10,000 Shares owned directly by Mr. Gramm is approximately $44,660.40, including brokerage commissions.
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