Page 17 of 22 – SEC Filing
Page 17 of 22
This
Amendment No. 3 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, as further
amended by the second amendment thereto filed with the SEC on October 19, 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in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.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
4 and 7 of the Schedule 13D.
Item 4. Purpose of Transaction
Item
4 of the Schedule 13D is hereby amended and restated by adding the following paragraph to the end of such Item:
Delta Partners, LP and REIT
Redux Partners LP (collectively, “Delta and REIT”) on November 10, 2017 delivered a letter to the Issuer (the “Nomination
Letter”), providing formal notice that Delta and REIT will nominate Charles Jobson, Robert Stetson, Geoff Bailey (if he will
agree to serve), Boyd Hoback (if he will agree to serve), Jason Maceda, James Kropp, and Arthur Calavritinos (together, the “Nominees”)
for election to the board of directors of the Issuer (the “Board”) at the Issuer’s upcoming annual meeting of
the Issuer’s stockholders. Delta and REIT believe the nomination of the Nominees is in the best interest of the Issuer’s
stockholders. Additional information concerning the Nominees and the views of Delta and REIT is included in the Nomination Letter.
The foregoing description of
the Nomination Letter does not purport to be complete and is qualified in its entirety by reference to the Nomination Letter, as
copy of which is attached as Exhibit E hereto, which exhibit is incorporated by reference in its entirety in this Item 4.
In connection with their intended
proxy solicitation, Delta and REIT intend to file a proxy statement with the Securities and Exchange Commission (the “SEC”)
to solicit stockholders of the Issuer. Delta and REIT will furnish the definitive proxy statement to the stockholders of the Issuer,
together with a WHITE proxy card. THE REPORTING PERSONS STRONGLY ADVISE ALL STOCKHOLDERS OF THE ISSUER TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS
IN ANY SUCH PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE
ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.
In accordance with Rule 14a-12(a)(1)(i)
under the Securities Exchange Act of 1934, as amended, the following persons are anticipated to be, or may be deemed to be, participants
in any such proxy solicitation: Prism Partners, L.P. beneficially owns 1,363,440 shares of Common Stock, Delta Growth Master Fund,
L.P. beneficially owns 6,200 shares of Common Stock, Prism Offshore Fund, Ltd. beneficially owns 901,586 shares of Common Stock,
REIT Redux LP beneficially owns 440,000 shares of Common Stock, Robert J. Stetson beneficially owns 101,586 shares of Common Stock,
LeanLien, L.L.C. beneficially owns 20,500 shares of Common Stock, David Martin West Asset Trust beneficially owns 5,000 shares
of Common Stock, and The Kropp 2010 Family Trust beneficially owns 8,000 shares of Common Stock. Additionally, each of the Nominees
has an interest in being nominated and elected as a director of the Issuer.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D
is amended by adding the following:
