SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Noble Roman’s, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

655107100

(CUSIP Number)

Privet Fund LP

Attn: Ryan Levenson

79 West Paces Ferry Road, Suite 200B

Atlanta, GA 30305

With a copy to:

Rick Miller

Bryan Cave LLP

1201 W. Peachtree St., 14th Floor

Atlanta, GA 30309

Tel: (404) 572-6600

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 12, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*             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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D

CUSIP No. 655107100 Page 2 of 6 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 2,877,402
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,877,402

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,877,402
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9% (1)
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No. 655107100 Page 3 of 6 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Privet Fund Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 2,977,402
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,977,402

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,977,402
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% (1)
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 655107100 Page 4 of 6 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Ryan Levenson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION       United States

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 2,977,402
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,977,402

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,977,402
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% (1)
14	TYPE OF REPORTING PERSON IN

(1) Calculated based on information included in the Form 10-Q filed by the Corporation for the quarterly period ended September 30, 2015, which reported that 20,742,660 shares of Common Stock were outstanding as of November 5, 2015.

SCHEDULE 13D

CUSIP No. 655107100 Page 5 of 6 Pages    

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on June 23, 2014, as amended on August 4, 2014, as amended on January 7, 2015, as amended on April 10, 2015, and as amended on May 13, 2015 (the “Schedule 13D”), with respect to the Common Stock, no par value (the “Common Stock”), of Noble Roman’s, Inc., an Indiana Corporation (the “Corporation” or “Issuer”). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On November 12, 2015 the Reporting Persons delivered a letter to the Board of Directors of the Issuer (the “Board”). The letter outlines the significant concerns of the Reporting Persons regarding the lack of accountability of the Issuer’s management and Board following a prolonged period of underperformance. Specifically, the Reporting Persons note that their recommendations for ways in which the Issuer can create sustainable shareholder value have been repeatedly ignored by the Board. This coincides with continued disappointing operating results following management’s repeated overoptimistic public financial guidance. The letter further expresses the belief that shareholder confidence with management and the Board has eroded and this lack of confidence is the main driver of a persistent public market valuation discount relative to the intrinsic value of the Issuer’s business. Accordingly, the Reporting Persons urge the Board to either make dramatic changes to the Issuer’s leadership or retain an unaffiliated investment bank to evaluate all strategic alternatives, including a sale of the Issuer, to maximize value for shareholders.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter to the Board of Directors of the Issuer.

SCHEDULE 13D

CUSIP No. 655107100 Page 6 of 6 Pages    

Signature

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

Date:  November 12, 2015	PRIVET FUND LP
	By: Privet Fund Management LLC,
	Its Managing Partner
	By:	/s/ Ryan Levenson
	Name: Ryan Levenson
	Its: Sole Manager
	PRIVET FUND MANAGEMENT LLC
	By:	/s/ Ryan Levenson
	Name: Ryan Levenson
	Its: Sole Manager
	/s/ Ryan Levenson
	Ryan Levenson

EX-99.1

Exhibit 99.1

November 12, 2015

Noble Roman’s, Inc.

1 Virginia Avenue

Suite 300

Indianapolis, IN 46204

Attn: Board of Directors

To the Board of Directors:

As you know, Privet Fund Management LLC (together with its affiliates, “Privet” or “we”) currently owns in excess of 14% of the outstanding shares of Noble Roman’s, Inc. (OTC:NROM) (“Noble Roman’s” or the “Company”), making us the Company’s largest outside shareholder.¹ Since investing in Noble Roman’s, we have regularly engaged in detailed discussions with multiple constituents associated with management and the Board. Central to these discussions have been opportunities for the Company to create sustainable shareholder value through specific operational improvements, capital structure optimization, governance enhancements and increased awareness among the investor community (among others). To date, virtually all of these recommendations have been ignored. There have only been token half-measures and a few incremental hires to oversee a woefully underdeveloped franchise and distribution operation that we believe possesses enormous potential if properly managed.

The most recent quarterly results continue to prove that accountability is sorely lacking throughout the upper ranks of the Company. Just three months ago (and halfway through the third quarter) shareholders were told that total revenue would grow by more than 21% over 2014. Now it appears that revenue growth will be less than 10%, after recent performance has caused a drastic reduction in expectations across all three business segments. Putting aside the inexplicable failure to achieve even short-term forecasts, 10% growth is unacceptable given the size of the Company’s addressable markets compared to its modest revenue base. While, anecdotally, the Company is now in more distribution centers and (according to management) positioned for future growth, the tangible financial results simply are not satisfactory and have not been for some time.

It is clear to us that current leadership has not been acting with the necessary sense of urgency for Company shareholders to realize an appropriate return on this public market investment.² Specifically, we believe the Company’s attempt to build a standalone take-n-bake restaurant footprint has languished due to management “learning on the go.” Shareholders deserve experienced operators capable of executing a well-conceived business strategy rather than being forced to subsidize unnecessary management missteps and delays. We also believe a well-informed, independent Board of Directors would have come to this conclusion long ago. Unfortunately, the Board of Noble Roman’s is not independent, currently having more affiliated directors than independent ones, and is hardly qualified to craft and oversee an operating plan, as no current director has ever served on the Board of any other food company.³ Further adding to the mentality of complacency over results, the Board’s five directors are inexplicably divided into three classes.

¹ Based on publicly available information and conversations with Company management.

² We highlight “public market” to note that despite management’s 30+ year involvement, Noble Roman’s is a public company owned by its shareholders.

³ Based on the Company’s proxy statement and other publicly available information.

1  PRIVET FUND MANAGEMENT LLC     79 WEST PACES FERRY ROAD     SUITE 200B     ATLANTA  GA     30305

Other stark, objective failings that have been overseen by this Board and management team will be presented in due course. For now, in the interest of brevity, let us make the purpose of this note clear- our patience with Company leadership has run out. We believe the value of the Company’s assets to be significantly higher than the current market value, a divergence we believe to be directly correlated to the aforementioned operational and governance shortcomings. It is our belief that there would be significant third party interest in acquiring the Company that would deliver a meaningful premium price to shareholders above anything the Company’s current plan could achieve. Rather than continuing to sit in your echo chamber, believing that the status quo “wait and hope” plan will ultimately pay off, the fact that the current stock price is below the 1982 IPO price should tell you otherwise. Our independent analysis of the Company and its prospects under various scenarios comes to a very clear conclusion—absent a dramatic change in leadership, beginning with the Board, the immediate retention of an unaffiliated investment bank is the only viable path to certain shareholder value creation.

We remain willing to offer our assistance in the creation of a value-maximizing outcome. We urge you to fulfill your fiduciary duties and not summarily dismiss the wishes of your largest outside shareholder—speaking not just on behalf of ourselves but for many other shareholders who have voiced similar thoughts and frustrations both publicly and to us privately. It is time for the Board to take drastic action. If not now, when?

Best Regards,

Ryan Levenson and Ben Rosenzweig

Privet Fund Management LLC

2  PRIVET FUND MANAGEMENT LLC     79 WEST PACES FERRY ROAD     SUITE 200B     ATLANTA  GA     30305