13D Filing: Delta Partners and Good Times Restaurants Inc. (GTIM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 2

Under the Securities Exchange
Act of 1934

Good Times Restaurants Inc.

(Name of Issuer)

Common Stock, par value $0.001
per share

(Title of Class of Securities)

382140879

(CUSIP Number)

(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)

October 19, 2017

(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 that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

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).

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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.

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.

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(d)-(e) During the last
five years, no Reporting Person has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in it being
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) Delta Partners,
LP, Prism Partners, L.P. and REIT Redux LP are Delaware limited partnerships. Delta Growth Master Fund L.P. is a Cayman
Islands limited partnership. Delta Partners GP, LLC, Delta Advisors, LLC, and REIT Redux GP, LLC are Delaware limited
liability companies. Leanlien, L.L.C. is a Texas limited liability company. Prism Offshore Fund, Ltd. is a Cayman Islands
company. David Martin West Asset Trust and The Kropp 2010 Family Trusts are trusts formed under the laws of Texas. Charles
Jobson, Robert Stetson, David West and James H. Kropp are each a citizen of the United States.

Item 3. Source and Amount
of Funds or Other Consideration.

Item 3
of the Schedule 13D is amended and restated in their entirety as follows:

2,271,226 shares
of Common Stock were purchased for the accounts of Prism Partners LP, Prism Offshore Fund, Ltd. and Delta Growth Master
Fund L.P. for aggregate consideration of $7,687,252.21. The source of funds used to acquire the Common Stock was the working capital
of Prism Partners LP, Prism Offshore Fund, Ltd. and Delta Growth Master Fund L.P.

REIT Redux LP received an aggregate
of 440,000 shares of Common Stock as distributions from its affiliate, Rest Redux, LLC, which shares represent a portion of an
aggregate of 800,000 shares Common Stock initially purchased by Rest Redux, LLC in a privately negotiated transactions for an aggregate
purchase price of $2,755,000.00. REIT Redux GP, LLC does not own shares of Common Stock directly but may be deemed to beneficially
own the shares held directly by REIT Redux LP.

All shares of Common Stock held directly
by Robert Stetson (97,186 as of the reporting date) were acquired through either the purchase of Common Stock from the Issuer in
a 2013 capital raise by the Issuer, through the exercise of warrants acquired as warrant coverage in connection therewith or in
the open market. The total amount of funds used by Mr. Stetson was approximately $229,620. All shares of Common Stock held directly
by Leanlien, L.L.C. were acquired in the open market and the total of funds used by Leanlien, L.L.C. was approximately $49,800.
David Martin West Asset Trust and The Kropp 2010 Family Trust acquired shares of Common Stock through either the purchase of Common
Stock from the Issuer in a 2013 capital raise by the Issuer or through the exercise of warrants acquired as warrant coverage in
connection therewith using aggregate funds of $13,600 (David Martin West Asset Trust) and $22,000 (The Kropp 2010 Family Trust).
All shares of the foregoing shares of Common Stock were paid for using the working capital or personal or family investment capital
of such Reporting Persons. Robert Stetson may also be deemed to beneficially own the shares of Common Stock held directly by REIT
Redux LP and Leanlien, L.L.C. Neither David West nor James H. Kropp (who may be deemed to beneficially own the shares held by David
Martin West Asset Trust and The Kropp 2010 Family Trust, respectively) holds shares of Common Stock directly.

Mr. Stetson also holds stock options
and restricted shares granted to him as a director of the Issuer.

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Item 4. Purpose of Transaction

Item 4
of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Jobson Reporting
Persons and the Stetson Reporting Persons represent, based on the Issuer’s Proxy Statement for Annual Meeting of Stockholders
filed with the Securities and Exchange Commission (the “SEC”) on December 27, 2016 and the Issuer’s public filings
since that date, the Issuer’s first and fourth largest stockholders, respectively. Messrs. Jobson and Stetson are also members
of the Issuer’s Board of Directors. The Reporting Persons have significant concerns about the current levels of profitability
of the Issuer, despite recent sales increases, and believe that a sustained emphasis on improving productivity at all levels of
the Issuer is necessary. The Reporting Persons intend to together engage in discussions with both the Issuer and its management
and board of directors, as well as other stockholders of the Issuer and other interested parties, with respect to a variety of
topics relating to such issues, including but not limited to the Issuer’s overall cost structure, asset utilization, capital
structure, board size, management and strategic plans. The Reporting Persons are filing this Statement jointly, as they may be
considered a “group” under 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 Reporting Persons
may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including
for the purpose of implementing a plan focused on improving overall Issuer productivity, and may discuss such actions with the
Issuer and the Issuer’s management and the board of directors, other stockholders of the Issuer and other interested parties.
To this end, the Reporting Persons have begun preliminary discussions regarding, but have made no decisions with respect to, the
possibility of nominating a separate slate of directors for consideration by the stockholders at the Issuer’s 2018 annual
meeting of stockholders.

The Reporting Persons
intend to review their investments in the Issuer on a continuing basis. Depending on various factors and subject to the obligations
described herein, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by
the board of directors (including actions in response to any action, proposed action, or contemplated action by the Reporting Persons),
price levels of shares of Common Stock, other investment opportunities available to the Reporting Persons, market conditions and
general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the
Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial
instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar
transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any
and all matters referred to in Item 4 of Schedule 13D.

Item 5. Interest
in Securities of the Issuer.

(a)
The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages
to this Schedule 13D.

(b)
The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages
to and Item 2(c) of this Schedule 13D.

(c)
Information with respect to all transactions in the Common Stock which were effected during the past sixty days or since the most
recent filing on Schedule 13D, whichever is less, by the Reporting Persons is set forth on Exhibit D attached hereto and incorporated
herein by reference.

(d)
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock set forth above.

(e)
Not applicable.

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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer

Item 6
of the Schedule 13D is hereby amended and restated in its entirety as follows:

The information
disclosed in Item 4 above is hereby incorporated herein by reference.

Item 7. Material to be Filed
as Exhibits

Item 7
of the Schedule 13D is amended by adding the following:

Exhibit
C – A&R Joint Filing Agreement

Exhibit
D – Transactions Effected During the Past Sixty Days

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SIGNATURE

After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Page 22 of 24

Page
23 of 24

Exhibit C

AMENDED AND RESTATED JOINT FILING
AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them
of a Statement on Schedule 13D dated October 19, 2017 (including amendments thereto) with respect to the Common Stock of Good Times
Restaurants Inc. This Amended and Restated Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated:      October
19, 2017

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Exhibit D

TRANSACTIONS
EFFECTED DURING THE PAST SIXTY DAYS

All of the below transactions in
the Common Stock were traded in the ordinary course of business over The NASDAQ Global Market.

The following transactions were
effected by Robert Stetson:

The following transactions were
effected by Leanlien, L.L.C.: