Filing Details

MamaMancini’s Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

56146T103

(CUSIP Number)

March 18, 2020

(Date of Event which Requires Filing of this Statement)

CUSIP No.

56146T103

1

Names of reporting persons

Alta Fox Capital Management, LLC

2

Check the appropriate box if a member of a group (see instructions)

(a) ☐
(b) ☐

3

SEC use only

4

Citizenship or place of organization

Texas

Number of shares beneficially owned by each reporting person with:

5

Sole voting power

0

6

Shared voting power

1,785,382 (1)

7

Sole dispositive power

0

8

Shared dispositive power

1,785,382 (1)

9

Aggregate amount beneficially owned by each reporting person

1,785,382 (1)

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

11

Percent of class represented by amount in Row (9)

5.58 % (2)

12

Type of reporting person (see instructions)

OO

(1)

Consists of 1,785,382 shares of common stock of the Issuer, par value $0.00001 per share (“Common Stock”), directly held by Alta Fox Opportunities Fund, LP as of March 30, 2020. Alta Fox Capital Management, LLC acts as an investment adviser to, and manages investment and trading accounts of Alta Fox Opportunities Fund, LP and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.

(2)

Based on 31,991,241 shares of Common Stock outstanding as of December 9, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on December 9, 2019.

CUSIP No.

56146T103

1

Names of reporting persons

Alta Fox Opportunities Fund, LP

2

Check the appropriate box if a member of a group (see instructions)

(a) ☐
(b) ☐

3

SEC use only

4

Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with:

5

Sole voting power

0

6

Shared voting power

1,785,382 (1)

7

Sole dispositive power

0

8

Shared dispositive power

1,785,382 (1)

9

Aggregate amount beneficially owned by each reporting person

1,785,382 (1)

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

11

Percent of class represented by amount in Row (9)

5.58% (2)

12

Type of reporting person (see instructions)

PN

(1)

Consists of 1,785,382 shares of common stock of the Issuer, par value $0.00001 per share (“Common Stock”), directly held by Alta Fox Opportunities Fund, LP as of March 30, 2020.

(2)

Based on 31,991,241 shares of Common Stock outstanding as of December 9, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on December 9, 2019.

CUSIP No.

56146T103

1

Names of reporting persons

Alta Fox GenPar, LP

2

Check the appropriate box if a member of a group (see instructions)

(a) ☐
(b) ☐

3

SEC use only

4

Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with:

5

Sole voting power

0

6

Shared voting power

1,785,382 (1)

7

Sole dispositive power

0

8

Shared dispositive power

1,785,382 (1)

9

Aggregate amount beneficially owned by each reporting person

1,785,382 (1)

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

11

Percent of class represented by amount in Row (9)

5.58% (2)

12

Type of reporting person (see instructions)

PN

(1)

Consists of 1,785,382 shares of common stock of the Issuer, par value $0.00001 per share (“Common Stock”), directly held by Alta Fox Opportunities Fund, LP as of March 30, 2020. Alta Fox GenPar, LP serves as general partner of Alta Fox Opportunities Fund, LP and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.

(2)

Based on 31,991,241 shares of Common Stock outstanding as of December 9, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on December 9, 2019.

CUSIP No.

56146T103

1

Names of reporting persons

Alta Fox Equity, LLC

2

Check the appropriate box if a member of a group (see instructions)

(a) ☐
(b) ☐

3

SEC use only

4

Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with:

5

Sole voting power

0

6

Shared voting power

1,785,382 (1)

7

Sole dispositive power

0

8

Shared dispositive power

1,785,382 (1)

9

Aggregate amount beneficially owned by each reporting person

1,785,382 (1)

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

11

Percent of class represented by amount in Row (9)

5.58% (2)

12

Type of reporting person (see instructions)

OO

(1)

Consists of 1,785,382 shares of common stock of the Issuer, par value $0.00001 per share (“Common Stock”), directly held by Alta Fox Opportunities Fund, LP as of March 30, 2020. Alta Fox Equity, LLC serves as the general partner of Alta Fox GenPar, LP, which serves as general partner of Alta Fox Opportunities Fund, LP, and Alta Fox Equity, LLC may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.

(2)

Based on 31,991,241 shares of Common Stock outstanding as of December 9, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on December 9, 2019.

CUSIP No.

56146T103

1

Names of reporting persons

Connor Haley

2

Check the appropriate box if a member of a group (see instructions)

(a) ☐
(b) ☐

3

SEC use only

4

Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with:

5

Sole voting power

0

6

Shared voting power

1,785,382 (1)

7

Sole dispositive power

0

8

Shared dispositive power

1,785,382 (1)

9

Aggregate amount beneficially owned by each reporting person

1,785,382 (1)

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

11

Percent of class represented by amount in Row (9)

5.58% (2)

12

Type of reporting person (see instructions)

IN

(1)

Consists of 1,785,382 shares of common stock of the Issuer, par value $0.00001 per share (“Common Stock”), directly held by Alta Fox Opportunities Fund, LP as of March 30, 2020. Alta Fox Capital Management, LLC acts as an investment adviser to, and manages investment and trading accounts of Alta Fox Opportunities Fund, LP. Mr. Haley is the Manager of Alta Fox Capital Management, LLC and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.

(2)

Based on 31,991,241 shares of Common Stock outstanding as of December 9, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on December 9, 2019.

Item 1(a)

Name of Issuer:

Item 1(b)

Address of Issuer’s Principal Executive Offices:

Item 2(a)

Name of Person Filing:

i)

Alta Fox Capital Management, LLC;

ii)

Alta Fox Opportunities Fund, LP;

iii)

Alta Fox GenPar, LP;

iv)

Alta Fox Equity, LLC; and

v)

Connor Haley.

Item 2(b)

Address or Principal Business Office or, if None, Residence:

Item 2(c)

Citizenship:

i)

Alta Fox Capital Management, LLC is a Texas limited liability company;

ii)

Alta Fox Opportunities Fund, LP is a Delaware limited partnership;

iii)

Alta Fox GenPar, LP is a Delaware limited partnership;

iv)

Alta Fox Equity, LLC is a Delaware limited liability company; and

v)

Connor Haley is a citizen of the United States of America.

Item 2(d)

Title of Class of Securities:

Item 2(e)

CUSIP Number:

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐ Insurance company defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); 

(e)

☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); 

(f)

☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); 

(g)

☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); 

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); 

(j)

☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); 

(k)

☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). 

Item 4.

Ownership

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,785,382 (1)

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,785,382 (1)

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certifications.

ALTA FOX CAPITAL MANAGEMENT, LLC

/s/ Connor Haley

Manager

ALTA FOX OPPORTUNITIES FUND, LP

/s/ Connor Haley

Manager of Alta Fox Capital Management, LLC, the Investment Manager of Alta Fox Opportunities Fund, LP

ALTA FOX GENPAR, LP

/s/ Connor Haley

Manager of Alta Fox Equity, LLC, the General Partner of Alta Fox GenPar, LP

ALTA FOX EQUITY, LLC

/s/ Connor Haley

Manager

CONNOR HALEY

/s/ Connor Haley

Exhibit

Page No.

A. Joint Filing Agreement

13