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. 3

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)

with
a copy to:

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

November 10, 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. 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:

Page
18 of 22

Exhibit E –
Nomination Letter

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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.

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Exhibit D

NOMINATION LETTER

Delta Partners, LP

265 Franklin Street, Suite 903

Boston, MA 02110

REIT Redux LP

14901 Quorum Drive, Suite 900

Dallas, Texas 75254

November 10, 2017

Good Times Restaurants Inc.

141 Union Boulevard, #400

Lakewood, Colorado 80228

Attention: Corporate Secretary

Gentlemen:

As two of the largest shareholders of Good Times
Restaurants Inc. (the “Company” or “Good Times”) we have been extremely disappointed with the Company’s
current level of profitability, which remains low even in the face of a large recent increase in sales. This lack of profitability
has contributed to a severely depressed share price. As we have previously expressed, we believe that a sustained emphasis on improving
productivity at all levels of the Company is necessary.

While we have been open to a constructive dialogue
at the Board level to initiate the necessary steps, we are now convinced that a change in the Company’s board of directors
is necessary to achieve results. Accordingly, we wish to inform the Company that we intend to nominate an alternative slate of
directors who we believe have experience and energy to refocus the Company on achieving results for its shareholders. Our proposed
nominees are:

Messrs. Jobson, Stetson, Maceda, Kropp and Calavritinos
have agreed that if they are elected they will serve on the Company’s Board of Directors. While we hope that Messrs. Bailey
and Hoback will agree to serve if nominated on our slate, if they do not so agree we will identify two alternative nominees.

Because we believe that a seven-person Board is
unwieldy and inefficient for a company of Good Times’ size, if our slate is elected, we would encourage the new Board of
Directors to promptly vote to reduce the size of the Board to five members. Two of the directors, who would probably be Messrs.
Kropp and Calavritinos, would resign thereafter.

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We believe that this proposed slate, which includes
four current directors, balances continuity with the need to turn around the Company with a focus on profitability and an enhanced
“shareholder mindset.” While Messrs. Jobson, Stetson and Kropp may be considered, to varying extents, to be affiliated
with Delta Partners, LP in this matter, the remaining nominees are independent of us and all nominees are well suited to represent
the shareholders of the Company.

This letter constitutes our notice to the Company
that we intend to nominate, at the Company’s upcoming annual meeting of shareholders and at any special meeting of shareholders
held in lieu thereof, and at any adjournments, postponements, reschedulings or continuations of either, the individuals named above
to serve as members of the Company’s Board of Directors (or alternate individuals in the case of Messrs. Bailey and Hoback
if either of them are unwilling or unable to serve). We expect to file with the SEC and send to the Company’s shareholders
a definitive proxy statement, which will provide additional information about our nominees and anticipated changes and urge that
shareholders vote for such nominees at the Company’s upcoming annual meeting of shareholders.

Very truly yours,

Delta Partners, LP

REIT Redux LP