FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/28/2005 |
3. Issuer Name and Ticker or Trading Symbol
NOBLE ROMANS INC [ NROM.OB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, no par value | 3,214,748 | I(1) | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock (Preferred Stock) | (2) | (2) | Common Stock | 1,643,092 | $0(3) | I(1) | See footnote(1) |
Common Stock Warrants (rights to buy) | 08/23/1998 | 12/31/2005 | Common Stock | 385,000 | $0.01 | I(1) | See footnote(1) |
Explanation of Responses: |
1. The shares of Common Stock and derivative securities to which this note relates are held indirectly by Summit Delta Investor, LLC in its capacity as one of the members of SummitBridge National Investments LLC ("SummitBridge LLC"). The shares of Common Stock and derivative securities to which this note relates are owned directly by SummitBridge LLC. As a result, Summit Delta Investor, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. Summit Delta Investor, LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
2. Series A Convertible Preferred Stock is convertible into Common Stock at any time. There is no expiration date. |
3. The Issuer's Articles of Amendment of the Articles of Incorporation provide that the conversion price is calculated by multiplying each share of Preferred Stock by $1.00 and dividing by $3.00. The shares of Preferred Stock are also subject to antidilution protection. SummitBridge LLC directly holds 4,929,275 shares of the Issuer's Preferred Stock. |
/s/ Daniel B. Zwirn, on behalf of Summit Delta Investor, LLC | 02/07/2006 | |
** 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 5 (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. |