Filing Details
- Accession Number:
- 0001013594-18-000702
- Form Type:
- 13D Filing
- Publication Date:
- 2018-11-27 17:02:09
- Filed By:
- Bandera Partners
- Company:
- Lubys Inc (NYSE:LUB)
- Filing Date:
- 2018-11-27
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BANDERA MASTER FUND | 2,619,721 | 0 | 2,619,721 | 0 | 2,619,721 | 8.9% |
| BANDERA PARTNERS | 2,619,721 | 0 | 2,619,721 | 0 | 2,619,721 | 8.9% |
| GREGORY BYLINSKY | 0 | 2,619,721 | 0 | 2,619,721 | 2,619,721 | 8.9% |
| JEFFERSON GRAMM | 10,000 | 2,619,721 | 10,000 | 2,619,721 | 2,629,721 | 8.9% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(a)
(Amendment No. 3)*
Luby’s, Inc.
(Name of Issuer)
Common Stock, par value $0.32 per share
(Title of Class of Securities)
549282101
(CUSIP Number)
JEFFERSON GRAMM
BANDERA PARTNERS LLC
50 Broad Street, Suite 1820
New York, New York 10004
(212) 232-4583
CHRISTOPHER P. DAVIS, ESQ.
KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.
KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 26, 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 which is the subject of
this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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).
| 1 | NAMES OF REPORTING PERSONS BANDERA MASTER FUND L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see Instructions) WC | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,619,721 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 2,619,721 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,619,721 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% | ||
| 14 | TYPE OF REPORTING PERSON (see Instructions) PN | ||
| 1 | NAMES OF REPORTING PERSONS BANDERA PARTNERS LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see Instructions) AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,619,721 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 2,619,721 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,619,721 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% | ||
| 14 | TYPE OF REPORTING PERSON (see Instructions) OO | ||
| 1 | NAMES OF REPORTING PERSONS GREGORY BYLINSKY | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see Instructions) AF | ||
| 5 | CHECK 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 0 | |
| 8 | SHARED VOTING POWER 2,619,721 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 2,619,721 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,619,721 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% | ||
| 14 | TYPE OF REPORTING PERSON (see Instructions) IN | ||
| 1 | NAMES OF REPORTING PERSONS JEFFERSON GRAMM | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see Instructions) PF, AF | ||
| 5 | CHECK 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 10,000 | |
| 8 | SHARED VOTING POWER 2,619,721 | ||
| 9 | SOLE DISPOSITIVE POWER 10,000 | ||
| 10 | SHARED DISPOSITIVE POWER 2,619,721 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,629,721 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% | ||
| 14 | TYPE OF REPORTING PERSON (see Instructions) IN | ||
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the
“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated in its entirety as follows:
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 2,619,721 Shares owned directly by Bandera Master Fund is approximately $7,354,322.59,
including brokerage commissions.
The Shares purchased by Mr. Gramm were purchased using personal funds. The aggregate purchase price of the 10,000 Shares
owned directly by Mr. Gramm is approximately $44,660.40, including brokerage commissions.
Item 4. Purpose of the Transaction
Item 4 is hereby amended to add the following:
On November 27, 2018, the Reporting Persons delivered a letter to the Issuer (the “Board Letter”) identifying Bandera’s concerns with respect to actions taken by the Issuer with
respect to its investments and real estate holdings, and further describing Bandera’s Nominees. The foregoing summary of the Board Letter is not intended to be
read as a complete reflection of the entire Board Letter and is qualified in its entirety by reference to the Board Letter, a copy which is attached hereto as Exhibit 99.2 and incorporated in its entirety, by reference, in this Item 4.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-5(c) are hereby amended and restated in their entirety as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 29,550,002
shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of November 7, 2018 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on November
16, 2018.
As of the date hereof, Bandera Master Fund beneficially owned 2,619,721 Shares, constituting
approximately 8.9% of the Shares outstanding. By virtue of their respective relationships with Bandera Master Fund discussed in further detail in Item 2, each of Bandera Partners, Mr. Bylinsky and Mr. Gramm may be deemed to beneficially own the
Shares owned directly by the Master Fund.
As of the date hereof, Mr. Gramm beneficially and directly owned 10,000 Shares, constituting less
than 1% of the Shares outstanding.
Each Reporting Person, as a member of a “group” with the other Reporting Persons 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.
(b) Bandera Partners may be deemed to have the sole power to vote and dispose of the 2,619,721 Shares directly owned by Bandera Master Fund. As Managing Partners, Managing Directors
and Portfolio Managers of Bandera Partners, each of Messrs Bylinsky and Gramm may be deemed to have the shared power to vote and dispose of the Shares directly owned by Bandera Master Fund.
Mr. Gramm has the sole power to vote and dispose of the 10,000 Shares owned directly by him.
(c) Except as set forth on Schedule 1 hereto, none of the
Reporting Persons have entered into any transactions in the Shares during the past sixty days.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is amended by adding the following:
| Exhibit 99.2 – | Letter dated November 27, 2018 from Bandera Partners LLC to the Board of Directors of Luby’s, Inc. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned
certifies that the information with respect to it set forth in this statement is true, complete, and correct.
| Dated: | November 27, 2018 |
| BANDERA MASTER FUND L.P. | |||
| By: | Bandera Partners LLC, as Investment Manager | ||
| By: | /s/ Jefferson Gramm | ||
| Name: | Jefferson Gramm | ||
| Title: | Managing Director | ||
| BANDERA PARTNERS LLC | |||
| By: | /s/ Jefferson Gramm | ||
| Name: | Jefferson Gramm | ||
| Title: | Managing Director | ||
| /s/ Gregory Bylinksky | |
| GREGORY BYLINSKY | |
| /s/ Jefferson Gramm | |
| JEFFERSON GRAMM | |
SCHEDULE 1
Transaction in Securities of the Issuer
During the Past 60 Days
| Date | Security | Amount of Shs. Bought/(Sold) | Approx. price ($) per Share1 |
| Bandera Master Fund L.P. | |||
| 11/16/2018 | Common Stock | 26,269 | $1.1801 |
| 11/19/2018 | Common Stock | 28,829 | $1.2179 |
| 11/20/2018 | Common Stock | 46,719 | $1.2408 |
| 11/21/2018 | Common Stock | 2,861 | $1.2587 |
| 11/26/2018 | Common Stock | 25,000 | $1.2900 |
| 11/26/2018 | Common Stock | 289,826 | $1.3966 |
| 11/27/2018 | Common Stock | 111,370 | $1.3952 |
1 Including any brokerage fees.