Page 17 of 24 – SEC Filing
Page 17 of 24
This Amendment No.
2 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on December 19, 2016 (as amended, the “Schedule 13D”), Delta Partners, LP, a Delaware
limited partnership, Delta Partners GP, LLC, a Delaware limited liability company, Prism Partners, L.P., a Delaware limited partnership,
Delta Growth Master Fund L.P., a Cayman Islands limited partnership, Delta Advisors, LLC a Delaware limited liability company,
Prism Offshore Fund, Ltd., a Cayman Islands company, and Charles Jobson, an individual relating to the common stock, $0.001 par
value per share (the “Common Stock”) of Good Times Restaurants Inc., a Delaware corporation (the “Issuer”),
as amended by the first amendment thereto filed by the Jobson Reporting Persons on April 24, 2017. Information reported in the
Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this
Amendment. Capitalized terms used but not defined in this Amendment have the same meanings as are ascribed to them in the Schedule
13D.
This Amendment is being filed to supplement
Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D.
| Item 2. | Identity and Background |
Items 2(a)–(f)
of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) This Schedule 13D
is being filed by and on behalf of (i) Delta Partners, LP; (ii) Delta Partners GP, LLC; (iii) Prism Partners, L.P.; (iv) Delta
Growth Master Fund L.P.; (v) Delta Advisors, LLC; (vi) Prism Offshore Fund, Ltd.; (vii) Charles Jobson; (viii) REIT Redux LP; (ix)
REIT Redux GP, LLC; (x) Robert J. Stetson; (xi) Leanlien, L.L.C.; (xii) David Martin West Asset Trust; (xiii) David West;
(xiv) The Kropp 2010 Family Trust; and (xv) James H. Kropp (the persons in clauses (i)–(vii) each, a “Jobson Reporting
Person” and collectively, the “Jobson Reporting Persons”, the persons in clauses (viii)–(xv) each, a “Stetson
Reporting Person” and collectively, the “Stetson Reporting Persons”, and all persons in clauses (i)–(xv)
each, a “Reporting Person” and collectively, the “Reporting Persons”). The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3)
of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting
Persons that such a group exists. The amended and restated agreement among the Reporting Persons to file jointly (the “A&R
Joint Filing Agreement”) is attached hereto as Exhibit C.
(b) The principal business
address of each Jobson Reporting Person is 265 Franklin Street, Suite 903, Boston, MA 02110. The principal business address of
REIT Redux LP, REIT Redux GP, LLC, The Kropp 2010 Family Trust and James H. Kropp is 14901 Quorum Drive, Suite 900, Dallas, Texas
75254. The principal business address of Robert Stetson is 6125 Luther Lane #380, Dallas, Texas 75225. The principal business address
of David Martin West Asset Trust and David West is 16475 Dallas Parkway, Suite 155, Addison, Texas 75001.
(c) Prism Partners, L.P.,
Prism Offshore Fund, Ltd. and Delta Growth Master Fund L.P. are private investment funds, the principal business of which is to
make investments. Delta Partners, LP is an investment manager and acts as the investment manager of Prism Offshore Fund, Ltd. The
principal business of Delta Partners GP, LLC is to act as the general partner of Delta Partners, LP. The principal business of
Delta Advisors, LLC is to act as the general partner of Prism Partners, L.P. Charles Jobson serves as managing member of Delta
Partners GP, LLC and Delta Advisors, LLC. REIT Redux LP, REIT Redux GP, LLC, Robert Stetson, The Kropp 2010 Family Trust, and James
H. Kropp are principally engaged in the business of acquiring, holding, managing, voting and disposing of various public and private
investments. David Martin West Asset Trust and David West are principally engaged in real estate and investments. Mr. Stetson also
serves as Chief Executive Officer of USRP and as Chief Financial Officer of Sholand, LLC. Mr. Kropp is the Chief Financial Officer
of Microproperties, LLC.
Messrs. Stetson and Jobson
are each a director of the Issuer.
