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

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. 5)¹

Fiesta Restaurant Group, Inc.

(Name
of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

31660B101

(CUSIP Number)

James C.
Pappas

JCP
Investment Management, LLC

1177 West Loop South, Suite 1650

Houston, TX 77027

(713)
333-5540

STEVE
WOLOSKY

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)

May 17, 2017

(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).

* Includes 1,700 Shares directly
owned by Mr. Schechter’s spouse that Mr. Schechter may be deemed to beneficially own.

The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.

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 517,358 Shares owned directly by JCP Partnership is approximately $11,767,306, including brokerage commissions.
The aggregate purchase price of the 281,442 Shares owned directly by JCP Single-Asset is approximately $6,741,388, 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 625,000
Shares owned directly by BLR Partners is approximately $14,272,489, 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.

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.

Percentage: Approximately
1.91%

Percentage: Approximately
1.04%

Percentage: Approximately
2.95%

Percentage: Approximately
2.95%

Percentage: Approximately
2.95%

Percentage: Approximately
2.95%