sc13da307177002_07092008.htm

CUSIP NO. 670841105

1	NAME OF REPORTING PERSON Mustang Capital Advisors, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 238,210
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 238,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 238,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 670841105

1	NAME OF REPORTING PERSON Mustang Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 238,210
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 238,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 238,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 670841105

1	NAME OF REPORTING PERSON John K. H. Linnartz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 238,210
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 238,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 238,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 670841105

1	NAME OF REPORTING PERSON Western Mustang Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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 - 0 -
	8	SHARED VOTING POWER 238,210
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 238,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 238,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 670841105

1	NAME OF REPORTING PERSON Western Sizzlin Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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 - 0 -
	8	SHARED VOTING POWER 238,210
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 238,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 238,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 670841105

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth. The primary purpose of amending the Schedule 13D is to add Western Mustang Holdings LLC, a Delaware limited liability company (“Western Mustang”), and Western Sizzlin Corporation, a Delaware corporation (“WSC”), as Reporting Persons by virtue of Western Mustang’s acquisition of a 51% ownership interest in Mustang Capital Management, LLC (“MCM”).

Item 2 is hereby amended to add the following:

On July 9, 2008, Western Mustang, a wholly-owned subsidiary of WSC, acquired a 51% ownership interest in MCM. Accordingly, Western Mustang and WSC are hereby added as Reporting Persons to this Schedule 13D.

The principal business address of each of Western Mustang and WSC is 416 South Jefferson Street, Suite 600, Roanoke, Virginia 24011.

The principal business of Western Mustang is purchasing, holding and selling securities for investment purposes. The principal business of WSC is serving as a holding company that owns subsidiaries engaged in a number of diverse business activities, including the franchise and operation of restaurants.

Set forth in Schedule A annexed hereto is the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of WSC’s directors and executive officers as of the date hereof.

Neither of Western Mustang or WSC, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Neither of Western Mustang or WSC, nor any person listed on Schedule A annexed hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Western Mustang is a Delaware limited liability company and WSC is a Delaware corporation.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a)-(e) The aggregate percentage of Shares reported owned by each person named herein is based upon 2,612,537 Shares outstanding, which is the total number of Shares reported to be outstanding as of May 1, 2008 in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2008.

As of the close of business on July 10, 2008, MCP I, MCPII and the Accounts beneficially owned 238,210 Shares, constituting approximately 9.1% of the Shares outstanding.

CUSIP NO. 670841105

As general partner of each of MCP I and MCP II, and as investment manager to the Accounts, MCA may be deemed to beneficially own the 238,210 Shares collectively owned by MCP I, MCP II and the Accounts, constituting approximately 9.1% of the Shares outstanding.

As general partner of MCA, MCM may be deemed to beneficially own the 238,210 Shares beneficially owned by MCA, constituting approximately 9.1% of the Shares outstanding.

As managing member of MCM, Mr. Linnartz may be deemed to beneficially own the 238,210 Shares beneficially owned by MCM, constituting approximately 9.1% of the Shares outstanding.

Western Mustang, by virtue of its 51% ownership interest in MCM, may be deemed to beneficially own the 238,210 Shares beneficially owned by MCM, constituting approximately 9.1% of the Shares outstanding.

WSC, as the sole member of Western Mustang, may be deemed to beneficially own the 238,210 Shares beneficially owned by Western Mustang, constituting approximately 9.1% of the Shares outstanding.

There have not been any transactions in the Shares by any of the Reporting Persons, including Western Mustang and WSC, during the past 60 days.

No person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. The Reporting Persons expressly disclaim beneficial ownership of the Securities reported herein except to the extent of their respective pecuniary interests therein.

Item 6 is hereby amended to add the following:

On July 11, 2008, the Reporting Persons entered into a Joint Filing Agreement. A copy of the Joint Filing Agreement is attached hereto and is incorporated herein by reference.

Item 7 is hereby amended to include the following exhibit:

Exhibit 99.1

Joint Filing Agreement by and among Mustang Capital Advisors, LP, Mustang Capital Management, LLC, John K. H. Linnartz, Western Mustang Holdings LLC and Western Sizzlin Corporation, dated July 11, 2008.

CUSIP NO. 670841105

SIGNATURES

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

Dated: July 11, 2008	MUSTANG CAPITAL ADVISORS, LP

	By:	Mustang Capital Management, LLC its general partner

	By:	/s/ John K. H. Linnartz
		John K. H. Linnartz, Managing Member

	MUSTANG CAPITAL MANAGEMENT, LLC

	By:	/s/ John K. H. Linnartz
		John K. H. Linnartz, Managing Member

		/s/ John K. H. Linnartz
		John K. H. Linnartz

	WESTERN MUSTANG HOLDINGS LLC

	By:	Western Sizzlin Corporation, its sole member

	By:	/s/ Robyn Mabe
		Robyn Mabe, Vice President and CFO

	WESTERN SIZZLIN CORPORATION

	By:	/s/ Robyn Mabe
		Robyn Mabe, Vice President and CFO

CUSIP NO. 670841105

SCHEDULE A

Directors and Executive Officers of Western Sizzlin Corporation

Name and Position	Present Principal Occupation	Principal Business Address

Sardar Biglari Chairman of the Board, President and Chief Executive Officer	Chairman and Chief Executive Officer of Biglari Capital Corp., the general partner to The Lion Fund, L.P., a private investment fund	c/o The Lion Fund, L.P. 9311 San Pedro Avenue Suite 1440 San Antonio, TX 78216

Philip L. Cooley Ph.D. Vice Chairman of the Board of Directors	Prassel Distinguished Professor of Business at Trinity University in San Antonio, Texas	c/o Trinity University One Trinity Place San Antonio, TX 78212-7200

Titus W. Greene Director	Director of Western Sizzlin Corporation	c/o Western Sizzlin Corporation 416 South Jefferson Street Suite 600 Roanoke, VA 24011

Jonathan Dash Director	Chairman and Chief Executive Officer of Dash Acquisitions, LLC, whose principal business is investment management	c/o Dash Acquisitions, LLC 183 Rodeo Drive Beverly Hills, CA 90212

Kenneth R. Cooper Director	Mr. Cooper is engaged in the private practice of law in San Antonio, Texas, specializing in real estate transactions	14607 San Pedro Avenue Suite 130 San Antonio, TX 78232

Martin S. Fridson Director	Chief Executive Officer of FridsonVision LLC, an independent investment research firm	c/o FridsonVision LLC 54 West 21st Street Suite 1007 New York, NY 10010

Robyn B. Mabe Vice President and Chief Financial Officer; Secretary/Treasurer	Vice President and Chief Financial Officer; Secretary/Treasurer of Western Sizzlin Corporation	c/o Western Sizzlin Corporation 416 South Jefferson Street Suite 600 Roanoke, VA 24011