13D Filing: Harvest Capital Strategies and Meet Group Inc. (MEET)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

The Meet Group, Inc.

(Name
of Issuer)

Common Stock,
par value $0.001 per share

(Title of Class of Securities)

58513U101

(CUSIP Number)

JEFFREY
B. OSHER

Harvest
Capital Strategies LLC

600 Montgomery Street, Suite 1700

San Francisco, California 94111

(415) 869-4433

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

September 13, 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.

1
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).

The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by each of Harvest Small Cap Master and Harvest Small Cap were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as
set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 2,082,662 Shares
beneficially owned by Harvest Small Cap Master is approximately $6,301,239, including brokerage commissions.  The aggregate
purchase price of the 1,240,440 Shares beneficially owned by Harvest Small Cap is approximately $3,434,738, including brokerage
commissions.

Item 5 is hereby amended
and restated to read as follows:

The aggregate percentage
of Shares reportedly owned by each person named herein is based upon 71,798,100 Shares outstanding, as of August 1, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 4, 2017.

Percentage: Approximately 4.6%

Percentage: Approximately 4.6%

Percentage: Approximately 2.9%

Percentage: Approximately 1.7%

Percentage: Approximately 1.7%

Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting
Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary
interest therein.

(d)
No person other than the Reporting Persons is known to have the right to receive, or
the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)        As
of September 13, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: September 15, 2017

SCHEDULE B

Transactions in the Shares During
the Past Sixty (60) Days

Harvest
SMALL CAP PARTNERS MASTER, LTD.

HARVEST
SMALL CAP PARTNERS, LP