Page 2 of 3 – SEC Filing
NAME OF REPORTING PERSONS
NOAH A. ELBOGEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
7,175
8
SHARED VOTING POWER
1,393,040
9
SOLE DISPOSITIVE POWER
7,175
10
SHARED DISPOSITIVE POWER
1,393,040
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,215
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14
TYPE OF REPORTING PERSON
INThe following constitutes the Schedule 13D filed by the undersigned (the
Schedule 13D).
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share (the
Shares), of Papa Murphy Holdings, Inc., a Delaware corporation (the Issuer)
The address of the principal executive offices of the Issuer is 8000 NE Parkway
Drive, Suite 350, Vancouver, Washington 98662.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Misada Capital Flagship Fund LP, a Delaware limited partnership
(Misada Capital Flagship Fund);
(ii) Misada Capital Holdings LLC, a Delaware limited liability company
(Misada Capital Holdings) that serves as the general partner of Misada
Capital Flagship Fund;
(iii) Noah A. Elbogen, who serves as the managing member of Misada Capital
Holdings.
Each of the foregoing is referred to as a Reporting Person and collectively
as the Reporting Persons. Each of the Reporting Persons is party to that
certain Joint Filing Agreement, as further described in Item 6. Accordingly,
the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting
Persons is: 200 S. Dwight Place, Englewood, NJ 07631.
(c) The principal business of each of Misada Capital Flagship Fund and
Misada Capital Holdings is investing in securities. The principal occupation
of Mr. Elbogen is serving as the managing member of Misada Capital Holdings.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person 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) Noah A. Elbogen is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares purchased by each of Misada Capital Flagship Fund and Misada
Capital Holdings LLC 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. The aggregate purchase price
of the 1,393,040 Shares directly owned by Misada Capital Flagship Fund and
Misada Capital Holdings is approximately $ 6,957,883, including brokerage
commissions. 7,175 Shares directly owned by Noah A. Elbogen were purchased
with personal funds and is approximately $ 31,721, including brokerage
commissions.
Item 4. Purpose of Transaction.
The Issuer is the franchisor and operator of a large fast food restaurant
company that the Reporting Persons believe has a differentiated offering,
compelling value proposition, and significant growth opportunity.The
Reporting Persons believe that the Issuers Common Stock is undervalued
and is an attractive investment.
The Reporting Persons intend to engage in discussions with the Issuer and
Issuers management and board of directors, other stockholders of the Issuer
and other interested parties that may relate to the governance and board
composition, business, operations, cost structure, management, assets,
capitalization, financial condition, strategic plans, and the future of
the Issuer. The Reporting Persons intend to review their investments in
the Issuer on a continuing basis.Depending on various factors described
herein, including, without limitation, the Issuers financial position
and strategic direction, actions taken by the board of directors, price
levels of shares of Common Stock, other investment opportunities available
to the Reporting Persons, concentration of positions in the portfolios
managed by the Reporting Persons, tax considerations for investors in
the Misada Capital Flagship Fund market conditions and general economic
and industry conditions, the Reporting Persons may take such actions with
respect to their investments in the Issuer as they deem appropriate,
including, without limitation, purchasing additional shares of Common
Stock or other financial instruments related to the Issuer or selling
some or all of their beneficial or economic holdings, engaging in hedging
or similar transactions with respect to the securities relating to the Issuer
and/or otherwise changing their intention with respect to any and all matters
referred to in Item 4 of Schedule 13D, either themselves or together with other
stockholders of the Issuer and other interested parties.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of Shares reported owned by each person named herein
is based upon 16,948,969 Shares outstanding, as of August4 2017, which is
the total number of Shares outstanding as reported in the Issuers Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission on
August 9 2017.
A. Misada Capital Flagship Fund
(a) As of the close of business on September 15, 2015, Misada Capital
Flagship Fund directly owned 1,393,040 Shares.
Percentage: Approximately 8.2%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,393,040
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,393,040
(c) The transactions in the Shares by Misada Capital Flagship Fund
during the past 60 days are set forth in Schedule A and are incorporated
herein by reference.
B. Misada Capital Holdings
(a) Misada Capital Holdings, as the general partner of Misada Capital
Flagship Fund, may be deemed the beneficial owner of the 1,393,040 Shares
owned by Misada Capital Flagship Fund.
Percentage: Approximately 8.2%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,393,040
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,393,040
(c) Misada Capital Holdings has not entered into any transactions in the
Shares during the past 60 days. The transactions in the Shares on behalf of
Misada Capital Flagship Fund during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
C. Mr. Noah A. Elbogen
(a) Mr. Noah A. Elbogen, as managing member of Misada Capital Holdings,
may be deemed the beneficial owner of the 1,393,040 Shares owned directly by
Misada Capital Flagship Fund and of the same 1,393,040 Shares owned indirectly
by Misada Capital Holdings. Mr. Noah A. Elbogen owns directly 7,175 Shares.
Percentage: Approximately 8.2%
(b) 1. Sole power to vote or direct vote: 7,175
2. Shared power to vote or direct vote: 1,393,040
3. Sole power to dispose or direct the disposition: 7,175
4. Shared power to dispose or direct the disposition: 1,393,040
(c) Mr. Noah A. Elbogen has not entered into any transactions in the Shares
during the past 60 days.
The transactions in the Shares on behalf of Misada Capital Flagship Fund during
the past 60 days are set forth in Schedule A and are incorporated herein by
reference.
The Reporting Persons, as members of a group 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.
(d) No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On September 15, 2017, the Reporting Persons entered into a Joint Filing
Agreement in which the Reporting Persons agreed to the joint filing on
behalf of each of them of statements on Schedule 13D with respect to
securities of the Issuer, to the extent required by applicable law. A copy
of this agreement is attached as exhibit 99.2 hereto 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: September 15, 2017
Misada Capital Flagship Fund LP
By:
Misada Capital Holdings LLC
By:
/s/
Noah A.Elbogen
Name:
Noah A. Elbogen
Title:
Managing Partner
Misada Capital Holdings LLC
By:
/s/ Noah A. Elbogen
Name:
Noah A.
Elbogen
Title:
Managing Member
Noah A. Elbogen
By:
Noah A. Elbogen
By:
/s/ Noah A. Elbogen
Name:
Noah
A. Elbogen
Title:
Individual
