13D Filing: Delta Partners and Good Times Restaurants Inc. (GTIM)

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

SCHEDULE
13D/A

Amendment No. 5

Under the Securities Exchange Act of
1934

Good Times
Restaurants Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

382140879

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 12, 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.

* 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).

This
Amendment No. 5 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities
and Exchange Commission (the “SEC”) on December 29, 2016 (as amended, the “Schedule 13D”), Delta Partners,
LP, a Delaware limited partnership, Delta Partners GP, LLC, a Delaware limited liability company, Prism Partners, L.P., a Delaware
limited partnership, Delta Growth Master Fund L.P., a Cayman Islands limited partnership, Delta Advisors, LLC, a Delaware limited
liability company, the Jobson Family Foundation, a Massachusetts trust, Charles Jobson, an individual, REIT Redux LP, a Delaware
limited partnership, REIT Redux GP, LLC, a Delaware limited liability company, Robert J. Stetson, an individual, Leanlien, L.L.C.,
a Texas limited liability company, SLKW Investments LLC, a Delaware limited liability company, David Martin West Asset Trust,
a Texas trust, David West, an individual, The Kropp 2010 Family Trust, a Texas trust, and James H. Kropp, an individual, relating
to the common stock, $0.001 par value per share (the “Common Stock”) of Good Times Restaurants Inc., a Delaware corporation
(the “Issuer”), as amended by the first amendment thereto filed by certain Jobson Reporting Persons (defined below)
on April 24, 2017, as amended by the second amendment thereto filed with the SEC on October 19, 2017, as amended by the third
amendment thereto filed with the SEC on November 14, 2017, and as further amended by the fourth amendment thereto filed with the
SEC on January 8, 2018. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated
or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the same
meanings as are ascribed to them in the Schedule 13D.

This
Amendment is being filed to supplement Items 2, 3, 4, 6 and 7 of the Schedule 13D.

Items
2(a)–(f) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)
This Schedule 13D is being filed by and on behalf of (i) Delta Partners, LP; (ii) Delta Partners GP, LLC; (iii)
Prism Partners, L.P.; (iv) Delta Growth Master Fund L.P.; (v) Delta Advisors, LLC; (vi) Jobson Family Foundation; (vii)
Charles Jobson; (viii) REIT Redux LP; (ix) REIT Redux GP, LLC; (x) Robert J. Stetson; (xi) Leanlien, L.L.C.; (xii) SLKW
Investments LLC; (xiii) David Martin West Asset Trust; (xiv) David West; (xv) The Kropp 2010 Family Trust; and (xvi) James H.
Kropp (the persons in clauses (i)–(vii) each, a “Jobson Reporting Person” and collectively, the
“Jobson Reporting Persons”, the persons in clauses (viii)–(xvi) each, a “Stetson Reporting
Person” and collectively, the “Stetson Reporting Persons”, and all persons in clauses (i)–(xvi) each,
a “Reporting Person” and collectively, the “Reporting Persons”). As of March 8, 2018, Delta
Partners, LP ceased to a beneficial owner, and Delta Partners GP, LLC ceased to be an indirect beneficial owner, of the
Common Stock of the Issuer. The shares of Common Stock previously owned directly by Delta Partners, LP, and indirectly by
Delta Partners GP, LLC, were distributed to Charles Jobson. The Reporting Persons are making this single, joint filing
because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. However,
neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons
that such a group exists. The amended and restated agreement among the Reporting Persons to file jointly (the “A&R
Joint Filing Agreement”) is attached hereto as Exhibit F.

(b)
The principal business address of each Jobson Reporting Person other than Jobson Family Foundation is 265 Franklin Street, Suite
903, Boston, MA 02110. The principal business address of Jobson Family Foundation is 39 Livingston Road, Wellesley, MA 02482.
The principal business address of REIT Redux LP, REIT Redux GP, LLC, The Kropp 2010 Family Trust and James H. Kropp is 14901 Quorum
Drive, Suite 900, Dallas, Texas 75254. The principal business address of Robert Stetson, Leanlien, L.L.C., and SLKW Investments
LLC is 6125 Luther Lane #380, Dallas, Texas 75225. The principal business address of David Martin West Asset Trust and David West
is 16475 Dallas Parkway, Suite 155, Addison, Texas 75001.

(c)
Prism Partners, L.P. and Delta Growth Master Fund L.P. are private investment funds, the principal business of which is to make
investments. Delta Partners, LP is an investment manager. The principal business of Delta Partners GP, LLC is to act as the general
partner of Delta Partners, LP. The principal business of Delta Advisors, LLC is to act as the general partner of Prism Partners,
L.P. The principal business of Jobson Family Foundation is to serve as a charitable foundation. Charles Jobson serves as managing
member of Delta Partners GP, LLC and Delta Advisors, LLC. REIT Redux LP, REIT Redux GP, LLC, Robert J. Stetson, Leanlien, L.L.C.,
SLKW Investments LLC, The Kropp 2010 Family Trust, and James H. Kropp are principally engaged in the business of acquiring, holding,
managing, voting and disposing of various public and private investments. David Martin West Asset Trust and David West are principally
engaged in real estate and investments. Mr. Stetson also serves as Chief Executive Officer of USRP and as Chief Financial Officer
of Sholand, LLC. Mr. Kropp is the Chief Financial Officer of Microproperties, LLC.

Messrs.
Stetson and Jobson are former directors of the Issuer, and, as identified in Item 6, each have a contractual right to be
nominated as a director by 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. SLKW Investments LLC is a Delaware 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.

Paragraph
3 of Item 3 of the Schedule 13D is amended and restated in its entirety as follows:

All
shares of Common Stock held directly by Robert Stetson (103,894 as of the reporting date) were acquired through either the purchase
of Common Stock from the Issuer in a 2013 capital raise by the Issuer, through the exercise of warrants acquired as warrant coverage
in connection therewith, or in the open market. The total amount of funds used by Mr. Stetson was approximately $229,620. All
shares of Common Stock held directly by Leanlien, L.L.C. were acquired in the open market and the total of funds used by Leanlien,
L.L.C. was approximately $49,800. All shares of Common Stock held directly by SLKW Investments LLC were acquired in the open market
and the total of funds used by SLKW Investments LLC was approximately $121,424. David Martin West Asset Trust and The Kropp 2010
Family Trust acquired shares of Common Stock through either the purchase of Common Stock from the Issuer in a 2013 capital raise
by the Issuer or through the exercise of warrants acquired as warrant coverage in connection therewith using aggregate funds of
$13,600 (David Martin West Asset Trust) and $22,000 (The Kropp 2010 Family Trust). All shares of the foregoing shares of Common
Stock were paid for using the working capital or personal or family investment capital of such Reporting Persons. Robert Stetson
may also be deemed to beneficially own the shares of Common Stock held directly by SLKW Investments LLC, REIT Redux LP, and Leanlien,
L.L.C. Neither David West nor James H. Kropp (who may be deemed to beneficially own the shares held by David Martin West Asset
Trust and The Kropp 2010 Family Trust, respectively) holds shares of Common Stock directly.

Item
4. Purpose of Transaction

Item
4 of the Schedule 13D is hereby amended by adding the following paragraphs as the eleventh and twelfth paragraph of such Item:

On
March 12, 2018, Charles Jobson, Robert J. Stetson, and the Issuer amicably entered into the Settlement Agreement attached hereto
as Exhibit J (the “Settlement Agreement”). Pursuant to the terms of the Settlement Agreement, Messrs. Jobson and Stetson
have agreed to cause Delta and REIT to withdraw the Nomination Letter. In exchange, the Issuer has agreed to nominate Geoffrey
Bailey, Boyd Hobak, Jason Maceda, Mr. Stetson and Mr. Jobson for election to the Issuer’s board of directors at the Issuers
annual meeting of stockholders to be held on May 23, 2018. Messrs. Jobson and Stetson have agreed to vote for such persons at
such meeting, and intend to cause the Reporting Persons to do the same. The foregoing description of the Settlement Agreement
does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is
attached as Exhibit J hereto, which exhibit is incorporated by reference in its entirety in this Item 4.

Accordingly,
Delta and REIT have withdrawn the Nomination Letter and no longer intend to solicit proxies for the election of the nominees.
In light of the execution of the Settlement Agreement, the Reporting Persons look forward to working constructively with the Issuer
and, the case of Messrs. Jobson and Stetson in their roles as directors, working together with the other directors to enhance
shareholder value.

Item
5. Interest in Securities of the Issuer.

Item
5(e) is hereby amended and restated in its entirety as follows:

(e)
Delta Partners, LP and Delta Partners GP, LLC ceased to be the beneficial owners of more than 5% of the Common
Stock of the Issuer as of March 8, 2018.  

Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item
6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The
information disclosed in Item 4 above is hereby incorporated herein by reference.

Item
7. Material to be Filed as Exhibits

Item
7 of the Schedule 13D is amended by amending and restating the following:

Exhibit
F – A&R Joint Filing Agreement

Exhibit
I – Transactions Effected During the Past Sixty Days

Item
7 of the Schedule 13D is amended by adding the following:

Exhibit
J – Settlement Agreement

SIGNATURE

After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.

Exhibit
F

AMENDED
AND RESTATED JOINT FILING AGREEMENT

In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of a Statement on Schedule 13D dated March 13, 2018 (including amendments thereto)
with respect to the Common Stock of Good Times Restaurants Inc. This Amended and Restated Joint Filing Agreement shall be filed
as an Exhibit to such Statement.

Dated:     March 13, 2018

Exhibit
I

TRANSACTIONS
EFFECTED DURING THE PAST SIXTY DAYS

The
below transactions in the Common Stock were effected by, or for the benefit of, SLKW Investments LLC in the open market.

The below transaction in the common
stock was effected by, or for the benefit of, Delta Partners, LP and Charles Jobson.