13D Filing: Voss Capital LLC and Par Technology Corp (PAR)

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.  )¹

PAR Technology Corporation

(Name
of Issuer)

Common Stock, par value $0.02 per share

(Title of Class of Securities)

698884103

(CUSIP Number)

THE
ABOVE PAR COMMITTEE

c/o Voss Capital, LLC

3773 Richmond, Suite 500

Houston, Texas 77046

(212) 721-0494

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)

January 22, 2018

(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
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates
to the common stock, par value $0.02 per share (the “Shares”), of PAR Technology Corporation, a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is PAR Technology Park, 8683 Seneca Turnpike,
New Hartford, New York 13413.

(a)On January 22,
2018, the filing persons formed The Above Par Committee (the “Committee”). The members of the Committee include:

Each of the
foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.

(b)The address of the principal office of Voss Capital is 3773 Richmond, Suite 500, Houston, Texas 77046. The
address of the principal office of Brasada Capital is 3200 Southwest Freeway, Suite 2160, Houston, Texas 77027. The address of
the principal office of each of Broadview and Ewing Morris is 1407 Yonge, Toronto, ON M4T 1Y7, Canada. The officers and directors
of Ewing Morris and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference
in this Item 2.

(c)The principal business of Voss Capital is investing in securities. The principal business of Brasada Capital
is investing in securities. The principal business of Broadview is investing in securities. The principal business of Ewing Morris
is serving as an investment manager. The principal occupation of Mr. Cocke is serving as the managing member of Voss Capital. The
principal business of each of Messrs. Birdsall and Reichek is as owner of Brasada Capital. Mr. Irwin serves as a member of Ewing
Morris.

(d)No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e)No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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)Voss
Capital is organized under the laws of the State of Texas. Brasada Capital is organized under the laws of the State of Texas. Each
of Broadview and Ewing Morris is organized under the laws of Canada.

The Shares purchased
by Voss Capital and held in the Voss Capital Accounts 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 transactions. The aggregate purchase price
of the 509,333 Shares beneficially owned by Voss Capital is approximately $3,390,273, including brokerage commissions. The aggregate
purchase price of the 218,001 Shares held in the Voss Capital Accounts is approximately $1,540,245, including brokerage commissions.

The Shares held in the Brasada Capital
Accounts were purchased with the investment capital of Brasada Capital clients (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 126,030
Shares held in the Brasada Capital Accounts is approximately $1,111,204, including brokerage commissions.

The Shares purchased by Broadview
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 transactions. The aggregate purchase price of the 249,950 Shares beneficially owned by Broadview
is approximately $1,152,766, including brokerage commissions.

The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor
to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market
or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 2 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in communications with management and the Board of Directors of the Issuer to discuss their views, including the composition
of the Issuer’s Board of Directors and corporate governance practices, engaging in discussions with stockholders of the Issuer
or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations
or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning
changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations
or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or
operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any
hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their
intention with respect to any and all matters referred to in Item 4.

The aggregate percentage
of Shares reported owned by each person named herein is based upon 16,007,447 Shares outstanding, as of November 10, 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 November 13, 2017.

Percentage: Approximately 4.5%

Percentage: Approximately 4.5%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 1.6%

Percentage: Approximately 1.6%

Percentage: Approximately 1.6%

As of the close of business on February
1, 2018, the Reporting Persons collectively beneficially owned an aggregate of 1,103,314 Shares, constituting approximately 6.9%
of the Shares outstanding.

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.

On February 1, 2018,
the Reporting Persons entered into a Joint Filing Agreement. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities 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: February 1, 2018

SCHEDULE A

Directors and Officers of Ewing
Morris & Co’s Investment Partners Ltd

Schedule B

Transactions in the Shares During
the Past Sixty Days

VOSS
CAPITAL, LLC

VOSS
CAPITAL, LLC

(Through the Voss Capital Accounts)

Brasada
Capital Management LP
(Through the Brasada Capital Accounts)