SEC Form SC 13D/A filed by BBQ Holdings, Inc. (Amendment)

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

BBQ Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05551A 10 9

(CUSIP Number)

Patrick Walsh

PW Partners Atlas Funds, LLC
1001 US North Highway 1, Suite 602
Jupiter, Florida 33477

(312) 347-1709

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 19, 2021

(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).

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 1 is hereby amended and restated to read as follows:

This statement relates to the common stock, $0.01 par value per share (the “Shares”), of BBQ Holdings, Inc., a Minnesota corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 12701 Whitewater Drive, Suite 100, Minnetonka, MN 55343.

Item 2 is hereby amended to add the following:

In December 2019, Jeffery Crivello, the Chief Executive Officer and a director of the Issuer, ceased to be an employee of PW Capital Management. As a result, Mr. Crivello ceased to be a member of a “group” for purposes of Rule 13d-1 of the Exchange Act with Atlas Fund I, Atlas Fund GP, PW Capital Management, PW Partners and Mr. Walsh (collectively, the “PW Group”). Accordingly, Mr. Crivello is no longer a Reporting Person, and the members of the PW Group may no longer be deemed directors by deputization of the Issuer.

On April 19, 2021, PW Partners and the FS Fund terminated an arrangement pursuant to which PW Partners had the right to vote 418,169 Shares held by the FS Fund. As a result of such termination, PW Partners and Mr. Walsh may no longer be deemed to beneficially own such Shares. In addition, as a result of such termination, the Reporting Persons and the FS Fund, together with its affiliates, may no longer be considered a “group” for purposes of Rule 13d-1 of the Exchange Act.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Atlas Fund I were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 152,930 Shares owned directly by Atlas Fund I was approximately $1,111,801, including brokerage commissions.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 9,307,442 Shares outstanding as of April 1, 2021, according to the Issuer’s Form 10-K filed with the Commission on April 2, 2021.

As of the close of business on April 19, 2021, Atlas Fund I directly owned 152,930 Shares, constituting approximately 1.6% of the Shares outstanding. Atlas Fund GP, PW Capital Management and Mr. Walsh, by virtue of their relationships with Atlas Fund I, may be deemed to beneficially own the 152,930 Shares that Atlas Fund I directly owns, constituting approximately 1.6% of the Shares outstanding. PW Partners no longer beneficially owns any Shares.

(b)       Each of Atlas Fund I, Atlas Fund GP, PW Capital Management and Mr. Walsh has the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 152,930 Shares.

(c)       There have been no transactions in the Shares by the Reporting Persons during the past 60 days.

(e)       The Reporting Persons have ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 19, 2021