13D Filing: JCP Investment Management, LLC and Fiesta Restaurant Group Inc. (FRGI)

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The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.

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

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

The Shares purchased
by JCP Partnership and JCP Single-Asset 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. The aggregate
purchase price of the 487,358 Shares owned directly by JCP Partnership is approximately $11,118,706, including brokerage commissions.
The aggregate purchase price of the 251,442 Shares owned directly by JCP Single-Asset is approximately $6,092,788, including brokerage
commissions.

The Shares purchased
by BLR Partners 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. The aggregate purchase price of the 600,000
Shares owned directly by BLR Partners is approximately $14,055,759, including brokerage commissions.

The Shares purchased
by Bandera Master Fund 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. The aggregate purchase price of
the 397,239 Shares owned directly by Bandera Master Fund is approximately $9,067,794, including brokerage commissions.

The Shares purchased
by Lake Trail Fund 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. The aggregate purchase price of the 600,000
Shares owned directly by Lake Trail Fund is approximately $14,957,711, including brokerage commissions.

The Shares beneficially
owned by Mr. Schechter were purchased with personal funds (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. The aggregate purchase price of
the 19,400 Shares beneficially owned by Mr. Schechter, including the 1,700 Shares directly owned by his spouse, is approximately
$427,407, including brokerage commissions.

Item 5. Interest in Securities of the Issuer.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 27,063,649 Shares outstanding as of May 3, 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 May 8, 2017.

A. JCP Partnership
(a) As of the close of business on May 12, 2017, JCP Partnership beneficially owned 487,358 Shares.

Percentage: Approximately
1.80%

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