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PW Partners Atlas Fund II, LP

Disclosed activity across 2 companies

Tapewire entity
144301
SEC CIK
0001593174

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
BBQ HOLDINGS, INC.DAVE · Entity 123890DirectorJune 11, 2018June 13, 2018
TOWN SPORTS INTERNATIONAL HOLDINGS INCCLUB · Entity 13532910% ownerDecember 28, 2020December 30, 2020

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, $0.01 par valueSEC Table I · non-derivativeIndirectBy PW Partners Atlas Fund II, LP0 Reported balance After 2018-06-11 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2018-06-11 · Other · Disposed 44,266 · Balance 0

F1: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F4: Represents a distribution of shares by Atlas Fund II to limited partners. Following such distribution, Atlas Fund II no longer beneficially owned any securities of the Issuer and shall no longer be deemed to be a director by deputization and shall cease to be a Reporting Person immediately following the filing of this Form 4.

F3: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

Common Stock, $0.01 par valueSEC Table I · non-derivativeIndirectBy PW Partners Atlas Fund LP315,513 Reported balance Holding disclosure · report date 2018-06-11 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 315,513

F1: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F2: Represents securities owned directly by Atlas Fund I. As the General Partner of Atlas Fund I, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Investment Manager of Atlas Fund I, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund I.

Common Stock, $0.01 par valueSEC Table I · non-derivativeDirect61,277 Reported balance Holding disclosure · report date 2018-06-11 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 61,277

F1: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

Common Stock, $0.01 par valueSEC Table I · non-derivativeIndirectBy PW Partners, LLC0 Reported balance Holding disclosure · report date 2018-06-11 · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · Balance 0

F1: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F2: Represents securities owned directly by Atlas Fund I. As the General Partner of Atlas Fund I, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Investment Manager of Atlas Fund I, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund I.

F3: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

F4: Represents a distribution of shares by Atlas Fund II to limited partners. Following such distribution, Atlas Fund II no longer beneficially owned any securities of the Issuer and shall no longer be deemed to be a director by deputization and shall cease to be a Reporting Person immediately following the filing of this Form 4.

TOWN SPORTS INTERNATIONAL HOLDINGS INC

Report date December 28, 2020 · Filed December 30, 2020

Jointly reported with Walsh Patrick, PW Partners Capital Management LLC, PW Partners Atlas Fund III, LP

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.001SEC Table I · non-derivativeDirect11,318,581 Reported balance After 2020-12-28 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2020-12-28 · Grant · Acquired 8,144,212 · Balance 11,318,581

F1: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Registrant's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2: Represents shares of restricted stock granted on December 28, 2020 pursuant to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan. Of the 8,144,212 shares of restricted stock granted on December 28, 2020, 2,714,737 shares of Common Stock vested on December 28, 2020, 2,714,737 shares of Common Stock will vest on December 31, 2021 and 2,714,738 shares of Common Stock will vest on December 31, 2022.

Common Stock, par value $0.001SEC Table I · non-derivativeIndirectBy PW Partners Atlas Fund III LP1,271,182 Reported balance Holding disclosure · report date 2020-12-28 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 1,271,182

F1: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Registrant's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F3: Represents securities owned directly by Atlas Fund III. As the General Partner of Atlas Fund III, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Investment Manager of Atlas Fund III, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund III.

Common Stock, par value $0.001SEC Table I · non-derivativeIndirectBy PW Partners Atlas Fund II LP4,300,000 Reported balance Holding disclosure · report date 2020-12-28 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 4,300,000

F1: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Registrant's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Registrant's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2: Represents shares of restricted stock granted on December 28, 2020 pursuant to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan. Of the 8,144,212 shares of restricted stock granted on December 28, 2020, 2,714,737 shares of Common Stock vested on December 28, 2020, 2,714,737 shares of Common Stock will vest on December 31, 2021 and 2,714,738 shares of Common Stock will vest on December 31, 2022.

F3: Represents securities owned directly by Atlas Fund III. As the General Partner of Atlas Fund III, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Investment Manager of Atlas Fund III, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund III.

F4: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
December 28, 2020 Filed Dec 30, 2020 19:58 UTC TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB · Entity 135329 GrantCommon Stock, par value $0.001 8,144,212 $0.00 $0.00
Disclosure

SEC source: 0001140361-20-029961 · form4.xml · nonDerivative · entry 1

Walsh Patrick · CIK 0001508045 · Director · Chief Executive Officer · 10% owner

PW Partners Capital Management LLC · CIK 0001594107 · 10% owner

PW Partners Atlas Fund II, LP · CIK 0001593174 · 10% owner

PW Partners Atlas Fund III, LP · CIK 0001618192 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,318,581

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Registrant's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2 · shares: Represents shares of restricted stock granted on December 28, 2020 pursuant to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan. Of the 8,144,212 shares of restricted stock granted on December 28, 2020, 2,714,737 shares of Common Stock vested on December 28, 2020, 2,714,737 shares of Common Stock will vest on December 31, 2021 and 2,714,738 shares of Common Stock will vest on December 31, 2022.

Read SEC document
January 31, 2020 Filed Feb 4, 2020 20:26 UTC TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB · Entity 135329 GrantCommon Stock, $0.001 par value 38,095 $0.00 $0.00
Disclosure

SEC source: 0000921895-20-000251 · form411125001wal_02042020.xml · nonDerivative · entry 1

Walsh Patrick · CIK 0001508045 · Director · Chief Executive Officer · 10% owner

PW Partners Atlas Fund III, LP · CIK 0001618192 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · See Footnote 1

PW Partners Capital Management LLC · CIK 0001594107 · See Footnote 1

PW Partners Atlas Fund II, LP · CIK 0001593174 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,169,412

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Registrant's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2 · shares: Represents shares of restricted stock that were issued to Mr. Walsh under the Registrant's 2006 Stock Incentive Plan, as amended. The shares of restricted stock will vest in three equal annual installments commencing on January 31, 2021, the first anniversary of the grant date.

Read SEC document
January 03, 2020 Filed Jan 3, 2020 17:04 UTC TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB · Entity 135329 PurchaseCommon Stock, $0.001 par value 1,500,000 $1.50 $2,250,000.00
Disclosure

SEC source: 0000921895-20-000022 · form411125007_01032020.xml · nonDerivative · entry 4

Walsh Patrick · CIK 0001508045 · Director · Chief Executive Officer · 10% owner

PW Partners Atlas Fund II, LP · CIK 0001593174 · 10% owner

PW Partners Atlas Fund III, LP · CIK 0001618192 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · 10% owner

PW Partners Capital Management LLC · CIK 0001594107 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By PW Partners Atlas Fund II LP

Disclosed balance after: 4,300,000

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F5 · shares: Represents shares Atlas Fund II agreed to purchase pursuant to a stock purchase agreement dated December 31, 2019 the closing of which is expected to be completed on or around January 3, 2020.

F3 · ownership.nature: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

Read SEC document
January 03, 2020 Filed Jan 3, 2020 17:04 UTC TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB · Entity 135329 PurchaseCommon Stock, $0.001 par value 2,800,000 $1.50 $4,200,000.00
Disclosure

SEC source: 0000921895-20-000022 · form411125007_01032020.xml · nonDerivative · entry 3

Walsh Patrick · CIK 0001508045 · Director · Chief Executive Officer · 10% owner

PW Partners Atlas Fund II, LP · CIK 0001593174 · 10% owner

PW Partners Atlas Fund III, LP · CIK 0001618192 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · 10% owner

PW Partners Capital Management LLC · CIK 0001594107 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By PW Partners Atlas Fund II LP

Disclosed balance after: 2,800,000

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · shares: Represents shares Atlas Fund II agreed to purchase pursuant to a stock purchase agreement dated December 11, 2019 the closing of which is expected to be completed on or around January 3, 2020.

F3 · ownership.nature: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

Read SEC document
December 13, 2019 Filed Dec 17, 2019 18:57 UTC TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB · Entity 135329 PurchaseCommon Stock, $0.001 par value 21,508 $1.76 $37,854.08
Disclosure

SEC source: 0000921895-19-003023 · form411125007_12172019.xml · nonDerivative · entry 1

Walsh Patrick · CIK 0001508045 · Director · Chief Executive Officer · 10% owner

PW Partners Atlas Fund II, LP · CIK 0001593174 · See Footnote 1

PW Partners Atlas Fund III, LP · CIK 0001618192 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · See Footnote 1

PW Partners Capital Management LLC · CIK 0001594107 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,521,942

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

Read SEC document
December 13, 2019 Filed Dec 20, 2019 21:02 UTC TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB · Entity 135329 GrantCommon Stock, $0.001 par value 609,375 $0.00 $0.00
Disclosure

SEC source: 0000921895-19-003051 · form411125007clu_12202019.xml · nonDerivative · entry 1

Walsh Patrick · CIK 0001508045 · Director · Chief Executive Officer · 10% owner

PW Partners Atlas Fund II, LP · CIK 0001593174 · See Footnote 1

PW Partners Atlas Fund III, LP · CIK 0001618192 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · See Footnote 1

PW Partners Capital Management LLC · CIK 0001594107 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,131,317

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · shares: Represents shares of restricted stock that were issued to Mr. Walsh under the Issuer's Amended and Restated 2006 Stock Incentive Plan. The shares of restricted stock will vest in three equal annual installments commencing on December 13, 2020, the first anniversary of the grant date.

Read SEC document
June 11, 2018 Filed Jun 13, 2018 18:55 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherCommon Stock, $0.01 par value 44,266 $0.00 $0.00
Disclosure

SEC source: 0000921895-18-001909 · form408800004_06132018.xml · nonDerivative · entry 1

Walsh Patrick · CIK 0001508045 · Director

PW Partners Atlas Fund LP · CIK 0001562774 · Director

PW Partners Atlas Fund II, LP · CIK 0001593174 · Director

PW Partners Atlas Funds, LLC · CIK 0001594105 · Director

PW Partners, LLC · CIK 0001594106 · Director

PW Partners Capital Management LLC · CIK 0001594107 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By PW Partners Atlas Fund II, LP

Disclosed balance after: 0

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F4 · kind: Represents a distribution of shares by Atlas Fund II to limited partners. Following such distribution, Atlas Fund II no longer beneficially owned any securities of the Issuer and shall no longer be deemed to be a director by deputization and shall cease to be a Reporting Person immediately following the filing of this Form 4.

F3 · ownership.nature: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

Read SEC document
April 18, 2018 Filed Apr 23, 2018 18:54 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherCommon Stock, $0.01 par value 386 $3.50 $1,351.00
Disclosure

SEC source: 0000921895-18-001426 · form408800004_04232018.xml · nonDerivative · entry 3

Walsh Patrick · CIK 0001508045 · Director

PW Partners Atlas Fund LP · CIK 0001562774 · Director

PW Partners Atlas Fund II, LP · CIK 0001593174 · Director

PW Partners Atlas Funds, LLC · CIK 0001594105 · Director

PW Partners, LLC · CIK 0001594106 · Director

PW Partners Capital Management LLC · CIK 0001594107 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,277

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F2 · shares: Shares acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh following the exercise of its/his over-subscription privilege in connection with the Issuer's subscription rights offering (the "Offering"). The subscription rights issued to Atlas Fund I, Atlas Fund II and Mr. Walsh in connection with the Offering were reported in Table II of their Form 4 filed on April 13, 2018.

Read SEC document
April 18, 2018 Filed Apr 23, 2018 18:54 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherCommon Stock, $0.01 par value 1,802 $3.50 $6,307.00
Disclosure

SEC source: 0000921895-18-001426 · form408800004_04232018.xml · nonDerivative · entry 2

Walsh Patrick · CIK 0001508045 · Director

PW Partners Atlas Fund LP · CIK 0001562774 · Director

PW Partners Atlas Fund II, LP · CIK 0001593174 · Director

PW Partners Atlas Funds, LLC · CIK 0001594105 · Director

PW Partners, LLC · CIK 0001594106 · Director

PW Partners Capital Management LLC · CIK 0001594107 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By PW Partners Atlas Fund II, LP

Disclosed balance after: 44,266

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F2 · shares: Shares acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh following the exercise of its/his over-subscription privilege in connection with the Issuer's subscription rights offering (the "Offering"). The subscription rights issued to Atlas Fund I, Atlas Fund II and Mr. Walsh in connection with the Offering were reported in Table II of their Form 4 filed on April 13, 2018.

F4 · ownership.nature: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

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April 18, 2018 Filed Apr 23, 2018 18:54 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherCommon Stock, $0.01 par value 12,804 $3.50 $44,814.00
Disclosure

SEC source: 0000921895-18-001426 · form408800004_04232018.xml · nonDerivative · entry 1

Walsh Patrick · CIK 0001508045 · Director

PW Partners Atlas Fund LP · CIK 0001562774 · Director

PW Partners Atlas Fund II, LP · CIK 0001593174 · Director

PW Partners Atlas Funds, LLC · CIK 0001594105 · Director

PW Partners, LLC · CIK 0001594106 · Director

PW Partners Capital Management LLC · CIK 0001594107 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By PW Partners Atlas Fund LP

Disclosed balance after: 315,513

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F2 · shares: Shares acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh following the exercise of its/his over-subscription privilege in connection with the Issuer's subscription rights offering (the "Offering"). The subscription rights issued to Atlas Fund I, Atlas Fund II and Mr. Walsh in connection with the Offering were reported in Table II of their Form 4 filed on April 13, 2018.

F3 · ownership.nature: Represents securities owned directly by Atlas Fund I. As the General Partner of Atlas Fund I, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Investment Manager of Atlas Fund I, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund I.

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April 10, 2018 Filed Apr 13, 2018 17:22 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherSubscription Rights (right to buy) · Derivative 8,316 $0.00 Strike: $3.50 $0.00
Disclosure

SEC source: 0000921895-18-001312 · form408800004_04122018.xml · derivative · entry 7

Walsh Patrick · CIK 0001508045 · 10% owner

PW Partners Atlas Fund LP · CIK 0001562774 · See Footnote 1

PW Partners Atlas Fund II, LP · CIK 0001593174 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · See Footnote 1

PW Partners, LLC · CIK 0001594106 · See Footnote 1

PW Partners Capital Management LLC · CIK 0001594107 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.01 par value · 8,316 shares

Expires 2018-04-10

F5 · shares: Subscription rights acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh in connection with the Offering. For each share of Common Stock held by a shareholder of the Issuer, such shareholder received 0.2132674 subscription rights in connection with the Offering. Each whole subscription right allowed the holder thereof to subscribe to purchase one share of Common Stock and to purchase additional shares pursuant to an over-subscription privilege.

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April 10, 2018 Filed Apr 13, 2018 17:22 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherSubscription Rights (right to buy) · Derivative 7,464 $0.00 Strike: $3.50 $0.00
Disclosure

SEC source: 0000921895-18-001312 · form408800004_04122018.xml · derivative · entry 6

Walsh Patrick · CIK 0001508045 · 10% owner

PW Partners Atlas Fund LP · CIK 0001562774 · See Footnote 1

PW Partners Atlas Fund II, LP · CIK 0001593174 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · See Footnote 1

PW Partners, LLC · CIK 0001594106 · See Footnote 1

PW Partners Capital Management LLC · CIK 0001594107 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By PW Partners Atlas Fund II, LP

Disclosed balance after: 0

Underlying: Common Stock, $0.01 par value · 7,464 shares

Expires 2018-04-10

F5 · shares: Subscription rights acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh in connection with the Offering. For each share of Common Stock held by a shareholder of the Issuer, such shareholder received 0.2132674 subscription rights in connection with the Offering. Each whole subscription right allowed the holder thereof to subscribe to purchase one share of Common Stock and to purchase additional shares pursuant to an over-subscription privilege.

F4 · ownership.nature: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

Read SEC document
April 10, 2018 Filed Apr 13, 2018 17:22 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherSubscription Rights (right to buy) · Derivative 53,034 $0.00 Strike: $3.50 $0.00
Disclosure

SEC source: 0000921895-18-001312 · form408800004_04122018.xml · derivative · entry 5

Walsh Patrick · CIK 0001508045 · 10% owner

PW Partners Atlas Fund LP · CIK 0001562774 · See Footnote 1

PW Partners Atlas Fund II, LP · CIK 0001593174 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · See Footnote 1

PW Partners, LLC · CIK 0001594106 · See Footnote 1

PW Partners Capital Management LLC · CIK 0001594107 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By PW Partners Atlas Fund LP

Disclosed balance after: 0

Underlying: Common Stock, $0.01 par value · 53,034 shares

Expires 2018-04-10

F5 · shares: Subscription rights acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh in connection with the Offering. For each share of Common Stock held by a shareholder of the Issuer, such shareholder received 0.2132674 subscription rights in connection with the Offering. Each whole subscription right allowed the holder thereof to subscribe to purchase one share of Common Stock and to purchase additional shares pursuant to an over-subscription privilege.

F3 · ownership.nature: Represents securities owned directly by Atlas Fund I. As the General Partner of Atlas Fund I, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Investment Manager of Atlas Fund I, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund I.

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April 10, 2018 Filed Apr 13, 2018 17:22 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherCommon Stock, $0.01 par value 8,316 $3.50 $29,106.00
Disclosure

SEC source: 0000921895-18-001312 · form408800004_04122018.xml · nonDerivative · entry 3

Walsh Patrick · CIK 0001508045 · 10% owner

PW Partners Atlas Fund LP · CIK 0001562774 · See Footnote 1

PW Partners Atlas Fund II, LP · CIK 0001593174 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · See Footnote 1

PW Partners, LLC · CIK 0001594106 · See Footnote 1

PW Partners Capital Management LLC · CIK 0001594107 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 60,891

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F2 · shares: Shares being acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh following the exercise of its/his basic subscription privilege in connection with the Issuer's subscription rights offering (the "Offering"). Each of Atlas Fund I, Atlas Fund II and Mr. Walsh has also exercised its/his over-subscription privilege in connection with the Offering. The number of shares each of Atlas Fund I, Atlas Fund II and Mr. Walsh will acquire in connection with its/his over-subscription privilege has not yet been determined by the Issuer.

Read SEC document
April 10, 2018 Filed Apr 13, 2018 17:22 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherCommon Stock, $0.01 par value 7,464 $3.50 $26,124.00
Disclosure

SEC source: 0000921895-18-001312 · form408800004_04122018.xml · nonDerivative · entry 2

Walsh Patrick · CIK 0001508045 · 10% owner

PW Partners Atlas Fund LP · CIK 0001562774 · See Footnote 1

PW Partners Atlas Fund II, LP · CIK 0001593174 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · See Footnote 1

PW Partners, LLC · CIK 0001594106 · See Footnote 1

PW Partners Capital Management LLC · CIK 0001594107 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By PW Partners Atlas Fund II, LP

Disclosed balance after: 42,464

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F2 · shares: Shares being acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh following the exercise of its/his basic subscription privilege in connection with the Issuer's subscription rights offering (the "Offering"). Each of Atlas Fund I, Atlas Fund II and Mr. Walsh has also exercised its/his over-subscription privilege in connection with the Offering. The number of shares each of Atlas Fund I, Atlas Fund II and Mr. Walsh will acquire in connection with its/his over-subscription privilege has not yet been determined by the Issuer.

F4 · ownership.nature: Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

Read SEC document
April 10, 2018 Filed Apr 13, 2018 17:22 UTC BBQ HOLDINGS, INC. DAVE · Entity 123890 OtherCommon Stock, $0.01 par value 53,034 $3.50 $185,619.00
Disclosure

SEC source: 0000921895-18-001312 · form408800004_04122018.xml · nonDerivative · entry 1

Walsh Patrick · CIK 0001508045 · 10% owner

PW Partners Atlas Fund LP · CIK 0001562774 · See Footnote 1

PW Partners Atlas Fund II, LP · CIK 0001593174 · See Footnote 1

PW Partners Atlas Funds, LLC · CIK 0001594105 · See Footnote 1

PW Partners, LLC · CIK 0001594106 · See Footnote 1

PW Partners Capital Management LLC · CIK 0001594107 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By PW Partners Atlas Fund LP

Disclosed balance after: 302,709

F1 · security: This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

F2 · shares: Shares being acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh following the exercise of its/his basic subscription privilege in connection with the Issuer's subscription rights offering (the "Offering"). Each of Atlas Fund I, Atlas Fund II and Mr. Walsh has also exercised its/his over-subscription privilege in connection with the Offering. The number of shares each of Atlas Fund I, Atlas Fund II and Mr. Walsh will acquire in connection with its/his over-subscription privilege has not yet been determined by the Issuer.

F3 · ownership.nature: Represents securities owned directly by Atlas Fund I. As the General Partner of Atlas Fund I, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Investment Manager of Atlas Fund I, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund I.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.