0001688522-17-000007.txt : 20170809
0001688522-17-000007.hdr.sgml : 20170809
20170809094701
ACCESSION NUMBER: 0001688522-17-000007
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20170809
DATE AS OF CHANGE: 20170809
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Diversified Restaurant Holdings, Inc.
CENTRAL INDEX KEY: 0001394156
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 030606420
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1225
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-85278
FILM NUMBER: 171016666
BUSINESS ADDRESS:
STREET 1: 27680 FRANKLIN ROAD
CITY: SOUTHFIELD
STATE: MI
ZIP: 48034
BUSINESS PHONE: (248) 223-9160
MAIL ADDRESS:
STREET 1: 27680 FRANKLIN ROAD
CITY: SOUTHFIELD
STATE: MI
ZIP: 48034
FORMER COMPANY:
FORMER CONFORMED NAME: Diversified Restaurants Holding, Inc.
DATE OF NAME CHANGE: 20070322
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Philotimo Fund, LP
CENTRAL INDEX KEY: 0001688522
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 5850 CORAL RIDGE DRIVE, SUITE 309
CITY: CORAL SPRINGS
STATE: FL
ZIP: 33076
BUSINESS PHONE: 631-863-3100
MAIL ADDRESS:
STREET 1: 5850 CORAL RIDGE DRIVE, SUITE 309
CITY: CORAL SPRINGS
STATE: FL
ZIP: 33076
SC 13D
1
SAUC_13D_KWM.txt
SC13D FOR SAUC FILED BY KWM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Diversified Restaurant Holdings, Inc.
(Name of Issuer)
Class A Common stock
(Title of Class of Securities)
25532M105
(CUSIP Number)
August 4, 2017
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
1 Names of Reporting Persons
Kanen Wealth Management LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [ ]
3 SEC USE ONLY
4 Source of Funds (See Instructions) OO
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Florida, USA
7 Sole Voting Power
0
NUMBER OF 8 Shared Voting Power
SHARES
BENEFICIALLY 250,624
OWNED BY EACH
REPORTING 9 Sole Dispositive Power
PERSON WITH
0
10 Shared Dispositive Power
250,624
11 Aggregate Amount Beneficially Owned by each Reporting
Person
250,624
12 Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row 11
0.94%
14 Type of Reporting Person (See Instructions)
IA
(1) KWM is the beneficial owner of 260,624 shares held by the
Philotimo Fund, LP. David L. Kanen is the managing member of KWM
and may be deemed to share voting and dispositive power over such
shares with KWM.
1 Names of Reporting Persons
David Kanen, Managing Member of Kanen Wealth Management, LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [ ]
3 SEC USE ONLY
4 Source of Funds (See Instructions) PF
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Florida, USA
7 Sole Voting Power
2,980
NUMBER OF 8 Shared Voting Power
SHARES
BENEFICIALLY 1,457,344
OWNED BY EACH
REPORTING 9 Sole Dispositive Power
PERSON WITH
2,980
10 Shared Dispositive Power
1,457,344
11 Aggregate Amount Beneficially Owned by each Reporting
Person
1,460,324
12 Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row 11
5.49%
14 Type of Reporting Person (See Instructions)
IA
(2) Includes 2,980 shares of Common Stock held by Mr. Kanen
for his own account. Mr. Kanen also has an ownership interest
in the Philotimo Fund.
Item 1 Security and Issuer.
Item 1(a). Name of Issuer.
Diversified Restaurant Holdings, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
Diversified Restaurant Holdings, Inc.
27680 Franklin Rd.
Southfield, MI 48034
Item 1(c)
CUSIP Number 25532M105
Item 2 Identity and Background.
Item 2(a). Name of Person Filing.
David Kanen, Managing Member of Kanen Wealth Management, LLC
Item 2(b). Address of Principal Business Office or,
if none, Residence.
Mr. David L. Kanen
Kanen Wealth Management LLC
5850 Coral Ridge Drive, Suite 309
Coral Springs, FL 33076
Item 2(c). Citizenship.
Florida limited liability company
Item 2(d). Title of Class of Securities.
Class A Common stock
Item 2(e).
None of the Reporting Persons have, during the last
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Item 2(f)
None of the Reporting Persons have, 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.
Item 3 Source or Amount of Funds or Other Consideration.
The Reporting Persons purchased the shares of Common Stock of the
Issuer in the ordinary course of business. The Common Stock of the
Issuer beneficially owned by KWM was acquired on behalf of the
investment advisory clients of KWM under discretionary authority
granted by KWM. In addition, Mr. Kanen purchased Common Stock of
the Issuer for his own account. Because substantially all of the
shares of Common Stock beneficially owned by KWM were acquired by
customers prior to entering into investment advisory agreements
with KWM, the aggregate amount of funds used to acquire the
Common Stock set forth in this Item 3 is to the best knowledge
of the Reporting Persons. In addition, none of the funds used
to purchase the Common Stock of the Issuer were provided through
borrowings of any nature.The aggregate amount of funds used
to purchase all of the Common Stock reported in this filing
totaled approximately $3,190,393.12
Item 4 Purpose of Transaction.
The 2,980 shares of Common Stock beneficially owned by Mr. Kanen
for his own account were purchased and are held by Mr. Kanen for
investment purposes. Depending on market conditions and other
factors Mr. Kanen may deem relevant, Mr. Kanen may acquire
additional shares of the Common Stock, or dispose of the
shares of Common Stock, from time to time, in open market
or privately negotiated transactions.
The 1,460,324 shares beneficially owned by KWM were purchased
and are held for investment purposes on behalf of client accounts
over which KWM, together with Mr. Kanen, has sole discretionary
dispositive and voting power. Depending on market conditions
and other factors KWM may deem relevant, KWM may, on behalf of
client accounts as part of its ongoing portfolio management
process, acquire additional shares of the Common Stock, or
dispose of the shares of Common Stock, from time to time,
in open market or privately negotiated transactions.
KWM is the beneficial owner of 250,624 shares held for the
Philotimo Fund, LP. Depending on market conditions and
other factors KWM may deem relevant, KWM may, on behalf of
the fund as part of its ongoing portfolio management process,
acquire additional shares of the Common Stock,
or dispose of the shares of Common Stock, from time to time,
in open market or privately negotiated transactions
KWM, the Philotimo Fund, and Mr. Kanen plan on engaging the company
in amicable discussions relating to capital allocation for the
purpose of maximizing shareholder value. Additionally, they
plan on initiating conversations with regard to board representation
and potential new members that have relative experience and a track
record of maximizing shareholder value.
Item 5 Interest in the Securities of the Issuer.
(a)-(b) KWM may be deemed, for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, to be the
beneficial owner of an aggregate of 250,624 shares of Common
Stock which represent 0.94% of the Issuer's outstanding
shares of Common Stock.
Sole Voting Power 0
Shared Voting Power 250,624
Sole Dispositive Power 0
Shared Dispositive Power 250,624
Mr. Kanen may be deemed, for purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, to be the
beneficial owner of an aggregate of 1,460,324 shares of Common
Stock which represent 5.49% of the Issuer's outstanding
shares of Common Stock.
Sole Voting Power 2,980
Shared Voting Power 1,457,344
Sole Dispositive Power 2,980
Shared Dispositive Power 1,457,344
For purposes of calculating the percentages set forth in this
Item 5, the number of shares of Common Stock outstanding is
or purposes of calculating the percentages set forth in this
Item 5, the number of shares of Common Stock outstanding is
26,673,471, as of the date of, as of the date of August 3, 2017.
KWM, in its role as investment manager to several customer
accounts (collectively, the "Accounts") to which it furnishes
investment advice, and Mr. Kanen, as the managing member of KWM,
may each be deemed to beneficially own shares of the Issuer's
Common Stock held in the Accounts.
In addition to those shares of Common Stock held in the Accounts
over which Mr. Kanen shares voting and/or dispositive power with
KWM, Mr. Kanen beneficially owns 2,980 shares of the Issuer's
Common Stock held for his own account.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except for the investment advisory agreements between the
Reporting Persons and the owners of the Accounts, there are
no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons and any
other person with respect to any
securities of the Issuer.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
August 8, 2017
Date
KANEN WEALTH MANAGEMENT LLC
/s/ David L. Kanen
Signature
David L. Kanen, Managing Member
Name/Title
DAVID L. KANEN
/s/ David L. Kanen
Signature