SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

PALISADES MASTER FUND LP

(Last)

(First)

(Middle)

HARBOUR HOUSE, 2ND FL., WATERFRONT DRIVE

P.O. BOX 972, ROAD TOWN

(Street)

TORTOLA

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Chanticleer Holdings, Inc. [ CCLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $.0001 per share (the"Common Stock")	04/07/2008		S4	500	D	$5.436	137,014⁽¹⁾	D
Common stock, par value $.0001 per share (the"Common Stock")	06/20/2008		S4	550	D	$5.881	136,464	D
Common stock, par value $.0001 per share (the"Common Stock")	07/08/2008		S4	300	D	$5.961	136,164	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

PALISADES MASTER FUND LP

(Last)

(First)

(Middle)

HARBOUR HOUSE, 2ND FL., WATERFRONT DRIVE

P.O. BOX 972, ROAD TOWN

(Street)

TORTOLA

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PEF ADVISORS LTD

(Last)

(First)

(Middle)

HARBOUR HOUSE, 2ND FL., WATERFRONT DRIVE

P.O. BOX 972, ROAD TOWN

(Street)

TORTOLA

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This is adjusted upward by 389 shares of Common Stock due to a clerical error in the prior filings. On April 7, 2008, the Reporting Person sold 500 shares of Common Stock in an open market transaction at a price of $5.436 per share. On June 20, 2008, the Reporting Person sold 550 shares of Common Stock in an open market transaction at a price of $5.881 per share. On July 8, 2008 the Reporting Person sold 300 shares of Common Stock in an open market transaction at a price of $5.961 per share.

Remarks:

This Form 5 is being filed before the issuer's fiscal year end as the Reporting Persons are filing this Form 5 to reflect missing filings that they were aware of as of the date hereof.

	PALISADES MASTER FUND, L.P. By: Discovery Management Ltd., its authorized signatory By: /s/ David Sims - Authorized Signatory	10/10/2008
	PEF ADVISORS, LTD. By: /s/ Paul Mannion - Authorized Signatory	10/10/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.