Page 18 of 29 – SEC Filing
| Page 18 of 29 |
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.
