-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhDUKCkBbHzrElVRjZliJqz3yaMG8l88my5GWEJsj1KDVwQYemhSa+uzUzfmQv0k 47RUJUBbSi1u3HdiUSo2mg== 0001181431-06-009652.txt : 20060208 0001181431-06-009652.hdr.sgml : 20060208 20060208193055 ACCESSION NUMBER: 0001181431-06-009652 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040324 FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ROMANS INC CENTRAL INDEX KEY: 0000709005 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 351281154 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE VIRGINIA AVE STREET 2: STE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176343377 MAIL ADDRESS: STREET 1: ONE VIRGINIA AVENUE STREET 2: SUITE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DBZ GP, LLC CENTRAL INDEX KEY: 0001320184 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 06590547 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 646-720-9108 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 3 1 rrd104653.xml FORM 3 - DBZ GP, LLC X0202 3 2004-03-24 0 0000709005 NOBLE ROMANS INC NROM.OB 0001320184 DBZ GP, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK NY 10151 0 0 1 0 Common Stock, no par value 0 I See footnote Series A Convertible Preferred Stock (Preferred Stock) 0 Common Stock 0 I See footnote Common Stock Warrants (rights to buy) 0.01 1998-08-23 2005-12-31 Common Stock 0 I See footnote The shares of Common Stock and derivative securities to which this note relates are held indirectly by DBZ GP, LLC, a Delaware limited liability company, in its capacity as the general partner of D.B. Zwirn & Co., L.P. f/k/a Highbridge/Zwirn Capital Management, LLC, which is the trading manager of D.B. Zwirn Special Opportunities Fund, L.P. f/k/a Highbridge/Zwirn Special Opportunities Fund, L.P., which is a member of Summit Delta Investor, LLC, which is 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, DBZ GP, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZ GP, LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. Series A Convertible Preferred Stock is convertible into Common Stock at any time. There is no expiration date. 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 DBZ GP, LLC 2006-02-07 -----END PRIVACY-ENHANCED MESSAGE-----