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. 4

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)

December 20, 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).

This
Amendment No. 4 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, the Jobson Family Foundation, a Massachusetts trust, Charles Jobson, an individual, REIT Redux LP, a Delaware limited
partnership, REIT Redux GP, LLC, a Delaware limited liability company, Robert J. Stetson, an individual, Leanlien, L.L.C.,
a Texas limited liability company, David Martin West Asset Trust, a Texas trust, David West, an individual, The Kropp 2010 Family
Trust, a Texas trust, and James H. Kropp, 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 certain Jobson Reporting Persons (defined below) on April 24, 2017, as amended by the second amendment thereto
filed with the SEC on October 19, 2017, and as further amended by the third amendment thereto filed with the SEC on November 14,
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 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) Jobson Family Foundation; (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 F.

(b) The principal business
address of each Jobson Reporting Person other than Jobson Family Foundation is 265 Franklin Street, Suite 903, Boston, MA 02110. The
principal business address of Jobson Family Foundation is 39 Livingston Road, Wellesley, MA 02482. 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.
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. 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. The principal business
of Jobson Family Foundation is to serve as a charitable foundation. 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.

(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. Jobson Family Foundation is a Massachusetts trust. 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 to add the following paragraph to the end of the disclosure.

Delta Partners LP received
879,127 shares of Common Stock as a distribution in kind from Prism Offshore Fund Ltd. as a result of its equity interest in Prism
Offshore Fund Ltd. In connection with this distribution, 22,439 shares of Common Stock were distributed to the other equity holders
unaffiliated with the Reporting Persons.

Jobson Family Foundation
received 208,333 shares of Common Stock as a charitable gift from Delta Partners LP.

Item 4. Purpose of Transaction

Item
4 of the Schedule 13D is hereby amended and restated by adding the following paragraphs to the end of such Item:

On December 20, 2017,
REIT delivered a demand letter on December 20, 2017 (the “Demand Letter”) to the Issuer and its registered agent requesting
an updated stockholder list and related items. The foregoing summary of the Demand Letter is not intended to be read as a complete
reflection of the entire Demand Letter and is qualified in its entirety by reference to the Demand Letter, a copy which is attached
as Exhibit H and incorporated in its entirety, by reference, in this Item 4.

Concurrently with the
Demand Letter, on December 20, 2017 Delta and REIT delivered a letter to the Issuer (the “GTIM Board Letter”) identifying
concerns of Delta and REIT with respect to actions taken by the Issuer since delivery of the Nomination Letter, including the Issuer’s
recent amendment of its bylaws and securities trading restrictions imposed by the Issuer. The foregoing summary of the GTIM Board
Letter is not intended to be read as a complete reflection of the entire GTIM Board Letter and is qualified in its entirety by
reference to the GTIM Board Letter, a copy which is attached as Exhibit G and incorporated in its entirety, by reference, in this
Item 4.

On December 22, 2017,
the Issuer sent a letter in response to the GTIM Board Letter, setting forth the Issuer’s proposed terms for a settlement
with Delta and REIT which would include the withdrawal of the Nomination Letter (the “Issuer Response”). The Issuer
Response also asserted, as justification for the Issuer’s determination that securities trading restrictions on insiders
were warranted during a time when the Issuer’s “trading window” is typically open, that “very specific
and material changes to the strategic direction of the Company” have been proposed by Delta and REIT. The Reporting Persons
strongly believe that changes referenced by the Issuer do not constitute material nonpublic information given, among other things,
their fledgling nature and substantial uncertainty as to whether such matters can or may occur (including based on the fact that
Messrs. Jobson and Stetson represent a minority of the Issuer’s current board of directors). Nevertheless, in light of (i)
the Issuer’s assertion that proposals have been made by Delta and REIT and (ii) Delta and REIT’s belief at this time
that they will advocate for such matters with greater specificity in the future, Delta and REIT are hereby disclosing their intention
to advocate for the following actions by the Issuer as a means to maximize shareholder value: (a) the refranchising of some of
the Issuer’s locations of both of the Issuer’s brands in Colorado and (b) in addition to continued company-owned Bad
Daddy’s development activities in such markets, franchising both brands in other states. Such ideas are preliminary in nature
at this time and do not represent definitive plans of the Reporting Persons or the Issuer. The foregoing are in addition to matters
previously disclosed by the Reporting Persons, including the necessity for a sustained emphasis by the Issuer on improving overall
productivity. The Reporting Persons may recommend additional actions by the Issuer in the future.

Subject to fiduciary
responsibilities as directors and in compliance therewith, the Reporting Persons have had, and plan to continue to have, discussions
with the Issuer, its management, board of directors, certain other shareholders and other persons that may relate to governance
and board composition, management, operations, business, assets, capitalization, financial condition, strategic plans and the future
of the Issuer.

The Reporting Persons
intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation,
the Issuer’s financial position and strategic direction, actions taken by the board, price levels of shares of the Common
Stock, other investment opportunities available to 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 the Common Stock or other financial instruments related to the Issuer, 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 the Schedule 13D.

Item 5. Interest
in Securities of the Issuer.

Item 5 of the Schedule
13D is hereby amended and restated in its entirety as follows:

(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 I 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.

Item 7. Material to be Filed
as Exhibits

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

Exhibit
F – A&R Joint Filing Agreement

Exhibit
G – Letter to the GTIM Board

Exhibit
H – Demand Letter

Exhibit
I – Transactions Effected During the Past Sixty Days

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.

Exhibit F

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 January 5, 2018 (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: January
5, 2018

Exhibit G

Delta Partners, LP

265 Franklin Street, Suite 903

Boston, MA 02110

REIT Redux LP

14901 Quorum Drive, Suite 900

Dallas, Texas 75254

December 20, 2017

Good Times Restaurants Inc.

141 Union Boulevard, #400

Lakewood, Colorado 80228

Attention: Board of Directors

Gentlemen:

As you know, we have notified Good Times Restaurants
Inc. (the “Company” or “Good Times”) of our proposed slate of directors.

While we have been open to constructive steps
by the Company regarding our concerns that would obviate the need to run an alternative slate, we have yet to see evidence that
the Company is taking seriously these concerns. In particular, we are troubled by the following, which we view as being –
rather than constructive – purely defensive in nature:

The above actions are, in our view, simply
an effort to weaken our ability to exercise rights as shareholders and serve no purpose other than to entrench the current board
of directors. In particular, we believe that Good Times’ decision not to open its scheduled trading window is based off of
fears that we would acquire additional shares – enhancing our prospects for a successful election campaign – and represents
a blatant misuse of such authority. We believe in the Company’s long-term prospects, and that the Company is undervalued
at its current price. If the Company believes that we have made proposals that somehow represent material information (despite
not being effected or seriously considered at this time), we ask that the Company so inform us so that we can ensure such matters
are properly disclosed.

The above bulleted actions further strengthen
our belief that increased shareholder oversight is necessary for the Company, including to improve the Company’s financial
performance. Accordingly, we look forward to the 2018 Annual Meeting of Shareholders, where we expect that we, and other concerned
shareholders, will have a chance to make our voices heard.

Please note that we reserve the right to make
this letter or the substance hereof public if we determine it is consistent with our securities law obligations.

Very truly yours,

Delta Partners, LP

REIT Redux LP

Exhibit H

Demand Letter

REIT Redux LP

14901 Quorum Drive, Suite 900

Dallas, Texas 75254

December 20, 2017

VIA E-MAIL AND FEDERAL EXPRESS

Registered Agent Solutions, Inc.

4625 West Nevso Dr. Suite 2

Las Vegas, NV 89103

Attn: Good Times Restaurant Inc.

Good Times Restaurants Inc.

141 Union Blvd., Suite 400

Lakewood, Colorado 80228

Attn: Boyd Hoback

E-mail:
bhoback@gtrestaurants.com

CC: Computershare

8742 Lucent Blvd.,
Suite 225

Highlands Ranch,
Co 80129

Attn: Jessica Lucero

E-mail:
Jessica.lucero@computershare.com

Snell & Wilmer,
L.L.P.

1200 Seventeenth
St., Suite 1900

Denver, CO 80202

Attn: Roger Cohen

E-mail:
rcohen@swlaw.com

Ladies and Gentlemen:

We
are writing to demand to inspect and receive copies of the books and records (the “Books and Records”) of Good Times
Restaurants, Inc., a Nevada corporation (the “Company”), in order to enable the Record Holder (as defined below) to
communicate with the Company’s other stockholders on matters relating to their interests as stockholders, and to consider
the solicitation of proxies should the Company hold an annual meeting or special meeting.

REIT Redux LP, a Delaware limited
partnership (the “Record Holder”), is the record owner of 440,000 shares of the common stock of the Company, par value
$0.001 per share (the “Common Stock”). As the record owner of such shares the Record Holder hereby
demands, pursuant to Chapter 78, Section 105 of the Nevada Revised Statutes (the “NRS”) and the common law of the State
of Nevada, that it and its representatives and agents be given the copies and/or extracts of the following stocklist materials
of the Company (the “Stocklist Materials”):

Each item is requested to be
complete and correct as of two days after the date of this letter (or another recently practicable date). The Record Holder demands
further that all modifications, additions or deletions to any and all information in the demand materials be immediately furnished
as such modifications, additions or deletions become available to the Company or its representatives or agents.

This demand is pursuant to NRS
Chapter 78, Section 105, a copy of which is reproduced below. If you have any questions pertaining to your obligations to abide
by this statute, the Record Holder strongly urges you to consult with counsel.

NRS 78.105 Maintenance
of records at registered office; inspection and copying of records; civil liability; penalties.

[80:177:1925; A 1951,
332]—(NRS A 1959, 29; 1963, 217; 1965, 978; 1991, 1214; 1997, 697; 2003, 3082; 2007, 2642)

Because the Books and Records
are kept outside the State of Nevada, we request that the Company provide us copies of the requested records, either in paper
of electronic form pursuant to NRS Chapter 78 Section 105, Paragraph 2 above. If you refuse to permit the inspection and copying
demanded herein, or fail to reply to this demand, within ten (10) business days from the date hereof, the Record Holder will conclude
that this demand has been refused and reserve the right to take appropriate steps to secure its rights to examine and copy the
demand materials. Furthermore, if you refuse to comply with this demand, we will seek reimbursement of any and all expenses, legal
or otherwise, related to enforcing our inspection rights. Please see NRS Chapter 78, Section 105, Paragraph 4 above for reference.

The Record
Holder reserves the right to withdraw or modify this demand at any time, and to make other demands of the Company whether pursuant
to the NRS, other applicable law, or the Company’s articles of incorporation or bylaws.

Please
advise Robert J. Stetson, with a copy to Evan D. Stone (estone@gardere.com, or c/o Gardere
Wynne Sewell LLP, 2021 McKinney Ave, Suite 1600, Dallas, Texas 75201), in writing, where and when the Stocklist Materials and Books
and Records will be copied and sent. The signatory may be notified via email at bob@robertstetson.com,
or via mail with a return receipt at the address set forth on this letterhead. Please be advised that the undersigned will bear
the reasonable costs incurred by the Company in connection with the production of the information demanded.

Best,

REIT Redux LP

Exhibit
I

TRANSACTIONS
EFFECTED SINCE THE FILING OF THE LAST SCHEDULE 13D

The below transactions in the Common
Stock were effected by private transfers.

The following
transactions were effected by, or for the benefit of, Delta Partners LP. The first transaction listed identifies the distribution
in kind of 879,127 shares of Common Stock by Prism Offshore Fund, Ltd., an affiliate of the Jobson Reporting Persons which no longer
owns any shares of Common Stock. The second transaction listed identifies the charitable gift of 208,333 shares of Common Stock
from Delta Partners LP to Jobson Family Foundation.