SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 1)

NTN Buzztime, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

629410606

(CUSIP Number)

The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,

Wilmington, DE 19801, 302-658-7581

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

July 8, 2019

(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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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(b) 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/A

CUSIP No. 629410606

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sean Gordon
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 200,222
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 200,222
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,222
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

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Item 1. Security and Issuer

Item 1 is hereby amended as follows:

This Statement on Schedule 13D/A (this “Schedule 13D/A”) relates to the Common Stock par value of $0.005 of NTN Buzztime, Inc. (the “Issuer”) with its principal executive office located at 1800 Aston Avenue, Suite # 100, Carlsbad, CA 92008.

Item 2. Identity and Background

No change.

Item 3. Source and Amount of Funds or Other Considerations

Item 3 is hereby amended as follows:

From January 25, 2018 to July 2, 2019, the Reporting Person sold and purchased shares of the outstanding Common Stock of the Issuer by transactions on open market at the current market prices on the date of such transactions. The Reporting Person acquired the Common Stock with personal funds. No borrowed funds were used to purchase the Common Stock.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented by adding the following:

Adding to concerns with the Issuer’s sales strategies and declining stock price, the Reporting Person is attaching a new Note regarding the Issuer’s recent 2019 annual shareholder meeting. This is supplemental to the letter sent to the Board of Directors of the Issuer on January 24, 2018, in addition to the Reporting Person taking such actions including purchasing additional shares and selling some shares based on his concerns and review on the investment in the Issuer. The note from the Reporting Person regarding the results of the Issuer’s 2019 annual shareholder meeting, the 2018 letter from the Reporting Person to the Board of Directors of the Issuer, and the 2018 follow-up letter are hereby attached as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3.

The Reporting Person intends to review his investment in the Issuer on a continuing basis and may engage in discussions with the Issuer’s Board of Directors and/or management, other stockholders of the Issuer, and/or other relevant parties concerning the Issuer’s business, corporate governance, management and future plans. The Reporting Person may take such actions in the future with respect to his investment in the Issuer as he deems advisable including, without limitation, purchasing additional shares of Common Stock or selling some or all of his shares, engaging in short selling of or any hedging or similar transactions with respect to the shares, and/or otherwise changing his intention with respect to the matters referred to in this Item 4 of Schedule 13D. Such actions will depend upon various factors including, without limitation, the Issuer’s financial and strategic direction and position, the response of the Board of Directors to the proposal referred to above, the price performance of the Issuer’s shares, general conditions in the Issuer’s industry, the economy and the securities markets, and the availability of other investment opportunities.

With the sole exception of (d) of Item 4 of Schedule 13D, relating to a proposed change in the present board of directors or management of the Issuer, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. At any time and from time to time, the Reporting Person may review, reconsider and change his position and/or change his purpose and/or develop such plans or proposals.

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Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended as follows:

(a)	The Reporting Person is the beneficial owner of 200,222 Shares of Common Stock par value of $0.005, or 7.00% of the total issued and outstanding Common Stock, based on 2,878,096 shares of the Issuer’s Common Stock outstanding as of March 31,2019, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2019.
(b)	The number of Shares of Common Stock beneficially owned by the Reporting Person and, the number of Shares of Common Stock as to which there is sole power to vote or to direct the vote, and the number of Shares of Common Stock as to which there is the sole power to dispose or to direct the disposition is 200,222.
(c)	The Reporting Person has conducted the following transactions in the class of securities described herein within the past sixty (60) days:

Person who effected the transaction	Date	Transaction	Amount of Securities involved		Price per share
Sean Gordon	7/2/19	Buy		222	$3.79
Sean Gordon	6/14/19	Sell		501	$3.42
Sean Gordon	5/15/19	Buy		1	$2.54

(d)	Not applicable.
(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

No change.

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description
99.1	Note from Mr. Sean Gordon regarding the results of the 2019 annual shareholder meeting of NTN Buzztime, Inc., dated July 5, 2019.
99.2	Letter from Mr. Sean Gordon to the Members of the Board of Directors of NTN Buzztime, Inc., dated January 24, 2018.
99.3	Letter from Mr. Sean Gordon regarding the business of NTN Buzztime, Inc., dated March 26, 2018.

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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.

Date: July 8, 2019	/s/ Sean Gordon
	Sean Gordon

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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EX-99.1

EXHIBIT 99.1

Highlighted below are the results of NTN’s 2019 annual shareholder meeting, where the incumbent Board of Directors received only 1/3 shareholder support.  These results are a clear testament to the market’s disappointment with NTN’s lack of sales performance, corporate strategy, execution, and 80% decline in stock price since Jeff Berg became Chairman of the Board 11 years ago.  With that said, NTN no longer has the luxury to continue its slow & steady decline.  It is time for bold, aggressive, and immediate action to reposition the Company forward.

- The Board of Directors is not carrying out its fiduciary duty to protect shareholders.

- Non-independent Directors are creating a conflict of interest.

- The Board’s compensation committee is disconnected from the reality of NTN’s lack of top-line performance & its continuous loss of client sites.

- Neither the Board nor management has bought stock in the open market for almost 3 years (with the exception of one Director 2 years ago).

- 2019 shareholder vote results show a clear loss of faith in the Board of Directors.

In light of the aforementioned, it’s time for both non-independent Directors to resign from the Board, and I request that two new Board members be appointed: myself & one additional representative.

NTN - 2019 Results of shareholder votes for BOD members (2,878,096 shares outstanding)
Name	Votes For		Votes For %			Withheld		Non-Votes		Other		Withheld/Non-Votes/Other (%)
Jeff Berg		923,435		32	%		441,333		1,346,998		166,330		68	%
Ram Krishnan		993,957		35	%		370,811		1,346,998		166,330		65	%
Steve Mitgang		945,352		33	%		419,416		1,346,998		166,330		67	%
Richard Simtob		996,177		35	%		368,591		1,346,998		166,330		65	%
Gregg Thomas		996,177		35	%		368,591		1,346,998		166,330		65	%
Paul Yanover		977,814		35	%		386,954		1,346,998		166,330		65	%

Initial Board letter – 1/24/18:  http://www.sec.gov/Archives/edgar/data/748592/000147793218000647/ntn_ex991.htm

Follow up letter – 3/26/18:

http://www.prnewswire.com/news-releases/ntn-buzztime-activist-nyse-amex-ntn-determined-to-bring-about-positive-change-sends-follow-up-letter-to-the-board-of-directors-300619356.html

Sean Gordon

srg4investing@gmail.com

EX-99.2

EXHIBIT 99.2

By Certified Mail

Return Receipt Requested

January 24, 2018

Board of Directors

NTN Buzztime, Inc.

2231 Rutherford Road, Suite #200

Carlsbad, CA 92008

Re: Company Performance and Governance

Dear Members of the Board:

I hold 8.63% of the common stock of NTN Buzztime, Inc. (the“Company”). I have also participated in an ongoing private dialogue with the Company’s management, including Board Chairman Jeff Berg and CEO Ram Krishnan, regarding the Company’s sales strategies and lack of sales execution to increase its net site count and net revenue growth. Although I have enjoyed these conversations and have appreciated the opportunity they afforded me to discuss sales ideas and suggestions, they unfortunately did not yield a change of management’s failed sales strategies and tactics. Instead, these discussions only validated why net site count growth and net revenue growth have been elusive to the Company for the past 10 years. While the Company’s track record speaks for itself, it has become clear that sales skills are not central to the core DNA of the Company or the Board of Directors, and as a result the Company has only been able to survive but not thrive with its current composition and mindset.

In particular, I am troubled by the Company’s relentless dependence on a single large customer, albeit a great legacy customer with strong organic growth of its own. In addition, on every earnings call there is a false narrative of potential new sales growth, to be driven by the Company’s latest & greatest marketing tactics and product releases – all of which haven’t cumulatively increased net site count or net revenue in approximately ten years (as of 12/31/07). In fact, the complete opposite has occurred over the past decade as the Company has suffered a 30% reduction in net site count, a 25% reduction in net revenue, has squandered $30 million in accumulated losses, and had its stock depreciate by 83% from $31.00 to $5.41 (as of 1/22/18) – all while the broader stock market continues to hit record highs. Finally, this has all occurred in spite of the growth of the Company’s largest customer, without which a more severe reduction in the Company’s net site count would reveal an even wider loss closer to 50%.

Clearly after a decade of losing its grip on its core gaming market and also moving too tepidly into adjacent markets (thus allowing competitors to materialize and in some instances build moats), it is time for visionary thinking, and most definitely, a Board that is acutely focused on improving sales execution. The days of the Company relying on 1) financial tricks such as reverse/forward stock splits, shareholder dilution, endless cost cutting; 2) marketing and sales tricks such as player partnerships that are de-minimis to net revenue & net site count growth, along with vague sales strategies as outlined in the Company’s disclosure filings & earnings calls; and 3) the endless excuses as to why sales ultimately never materialize – must finally come to an end. Thus, the time for corrective sales action is now.

In seeking to rectify the concerning issues outlined above, I propose two items be placed before shareholders to vote upon during the upcoming 2018 annual meeting of stockholders.

First, I nominate myself as a candidate for election to the Board of Directors of the Company at the upcoming 2018 annual meeting of stockholders. By leveraging my 20 years’ experience as a dedicated sales professional (see my biography on the next page), I would add a critical core competency that is currently lacking in the Board of Directors. Furthermore, I offer numerous complimentary skills such as strategic planning, business building, e-commerce, operations, and in-depth knowledge of the financial markets. Finally, I have been a stockholder in the Company for approximately nine years, have participated in the Company’s November 2016 registered direct offering, and have followed the Company along with its competitive landscape since 1991.

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Please find my personal biography as follows¹:

Sean Gordon was a Managing Director of Barclays Capital and the Head of U.S. Retail Sales for Alternative Investments from 2001-2013. In this capacity, he built the firm’s Retail Division from the ground up, turning a niche business into a market share leader. He increased product sales from $200 million to $5 billion+ by leveraging internal & external stakeholders including his clients, sales teams, product engineering, operations, accounting, legal, compliance, information technology, e-commerce, etc. From 1994-2001, he worked at UBS as Director of Retail Credit Sales, with one year as the U.S. Head of E-commerce to scale his unit’s sales model to the firm’s entire Fixed Income Division. From 1990-1994, he worked at Morgan Stanley in their Accounting Department. Sean Gordon holds a BA in Finance and an MBA in Management. Finally, Mr. Gordon has over 25 years of experience as a professional investor & is currently active in a portfolio of investments.

In summary, my background, experience, sales core, and keen interest in the Company have provided me with a strong understanding of the market the Company competes in, what it takes for the Company to succeed, and the skills & passion that are needed to help the Company and its stock thrive. Currently the Company’s stock trades at $5.41 (as of 1/22/18), yielding a market cap of $13.6mm, which is roughly 61% of its annual sales. In comparison, the average technology company trades at 3x or 300% of annual sales, which would equate to a stock price of approximately $26.61. Not to mention, if net revenue growth was targeted more aggressively than the 5% level the Board sets for executive bonus compensation (a low bar it can’t even reach), the stock could potentially move higher towards $50.00+.

Secondly, I propose for the Company to give shareholders direct access to the Company’s proxy materials. This would permit a single shareholder or group of up to 20 shareholders that hold more than 3% of the Company’s stock for more than 3 years to be eligible to nominate director candidates for up to 20% of the Company’s Board seats. This proposal would result in numerous benefits as follows:

· All shareholders would be afforded a more balanced & inclusive approach in the Company’s Board selection process.

· Direct proxy access would make it significantly easier (and less costly) to present shareholders with meaningful choices regarding board composition.

· A shareholder activist trend is developing; therefore, voluntarily adopting proxy access bylaws to avoid a public relations backlash and preempt activists can in turn conserve company resources (i.e., time, money, management resources).

· It would be easier (and less political) for Boards to replace underperforming directors, as directors are increasingly expressing dissatisfaction with their fellow directors.

· The leading proxy advisory firms ISS and Glass Lewis staunchly support proxy access.

As a long-term shareholder, I am committed to my investment in the Company. As such, I strongly believe it is time to take urgent action to address the Company’s sales-related challenges. A commitment from the Board to pursue an accelerated path towards increasing net site count, material net revenue growth (outside of its largest customer), and a laser focus on efficient sales execution is urgently needed.

I look forward to the Board’s prompt consideration of my proposals to nominate myself as a candidate for election to the Board of Directors of the Company and to grant greater access for shareholder-proposed director nominees via proxy access. I believe the approval of both proposals will reward shareholders with the opportunity for significant value creation.

Sincerely,

Sean Gordon (email: srg4investing@gmail.com)

¹ In accordance with Section 2.1 of the bylaws of the Company, additional disclosures are provided in Exhibit A.

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Exhibit A

Company Bylaws & Corporate Governance Guidelines - additional disclosures as follows:

A.	About the nominee:
	Sean Gordon (Age 48) 30 East 9th Street, Apt 1F New York, New York 10003 Email: srg4investing@gmail.com * same address for business & residential
B.	Principal Occupation: Private Investor
C.	I am the direct owner of 217,500 shares of common stock of the Company. I have no material interest in the Company other than being a direct owner of 5% or more of the Company’s shares.
D.	I have no arrangements or understandings with any other nominee nor with any other person or persons pursuant to which the nominations are to be made.
E.	I represent that I have no arrangements with the Company, its Board of Directors, or others. I further represent that I have no relationship with any of the Company’s customers, suppliers, or competitors.
F.	I consent to section III, item 2 of the Company’s Corporate Governance Guidelines and will gladly answer any questions regarding my qualifications.
G.	In honor of the SEC’s former attempt to establish mandatory proxy access, I disclose that I have held a minimum of 3% of the Company’s stock over the past 3 years and plan to continue to do so through the 2018 shareholder meeting, per SEC Rule 14a-11.
H.	Timely Notice has been given, as it is not less than ninety (90) or more than one hundred twenty (120) calendar days in advance of the anniversary of the date of the previous year’s proxy statement, which was on April 28, 2017.
I.	I consent that if I am elected at the 2018 annual meeting of stockholders to serve on the Board of Directors, I will serve in this capacity.   Signed:

J. I consent that I don’t have any other related pertinent information to disclose.

Sincerely,

 

Sean Gordon

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EX-99.3

EXHIBIT 99.3

NTN Buzztime activist (NYSE-Amex: NTN) determined to bring about positive change sends follow-up letter to the Board of Directors

NEW YORK, March 26, 2018 /PRNewswire/ -- Adding context to my NTN board proposals, I will be releasing highlights from prior conversations with management regarding NTN’s sales malaise as I continue to press forward for change.

Over the past decade, NTN has not achieved market leader status in its core industry of gaming in restaurants/bars.  Instead, the company has lost its edge, becoming a market follower that’s unable to execute in a timely/efficient manner.  As such, it’s handed the low hanging fruit to its competitors, not only in gaming, but also in menu/order/pay and mobile.  Thankfully, NTN recently announced a new vertical/hardware order, but it absolutely needs higher margin/recurring software orders and to reclaim its core market.  Also, with NTN going all-in on its hardware strategy & abandoning mobile phones, it runs the risk of being leapfrogged again, this time by low-barrier-to-entry mobile competitors. 

Highlighted below is a broad snapshot of the restaurant/bar market, which is core to NTN and should have provided numerous opportunities over the past decade.

U.S. restaurants/bars – overall market size vs. NTN’s: There are 600,000 restaurants & 70,000 bars in the U.S.  

a)	Of this, NTN’s site count is just 2,730 (a measly 4/10ths of 1%) Q4 2017.
b)	NTN’s site count is down 30% from 3,877 a decade ago.
c)	CEO Ram Krishnan during the 2016 LD Micro conference predicted having 10,000 sites in 5 years, but NTN has only lost sites since then.
d)	200,000 restaurants/bars have stand-alone digital gaming & many more have trivia contests (both allegedly NTN’s core competency).
e)	Given the overall size of these markets, it’s clear NTN is missing a large opportunity in its core market.

U.S. restaurants/bars - industry composition vs. NTN’s: Half of all U.S. restaurants/bars are national chains & half are independently owned.  NTN’s business is similar with 56% national chains & 44% independently owned.  Both client types have their pros/cons & offer strategic importance.

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National chains:    

a)	NTN has never won a national chain under Chairman Jeff Berg’s tenure.
b)	Even the company’s largest customer was won 25 years ago when it was just a small independent, which grew organically into the powerhouse it is today.
c)	NTN needs to get past its sole & circular reliance on claiming it needs a national chain reference to win a new national chain. NTN already has a national chain for gaming that it hasn’t leveraged—so how do they expect to leverage them for menu/order/pay when they couldn’t for gaming?
d)	Meanwhile, several new competitors have won large national chains with 1,000+ locations, directly out of the gate (as their very 1st customer).
e)	I previously advised NTN on alternative tactics to obtain national chains, but given the hyper-competitiveness here, I won’t publicly disclose them.
f)	I also suggested several large-scale unconventional/vertical clients. One recommendation was to leverage Board member Paul Yanover (Fandango) & his movie theater connectivity to license dynamic trivia to 5,500+ movie theaters via NTN’s mobile app or to Fandango’s 46,000,000 mobile phone app users. NTN minimally took advantage of my idea, but missed a much broader opportunity as it only ran a limited-time Fandango-themed game specifically for its existing bar/restaurant clients using NTN’s tablets.

Independently owned restaurant/bars:  

a)	In my conversations with the Chairman & CEO, I’ve repeatedly highlighted the need for NTN to target large markets with dense populations.
b)	New York City is the #1 Designated Market Area DMA via Nielsen Ratings
c)	In NYC alone, there are 30,000 restaurants/bars combined.
d)	NTN is only available in 4 NYC locations (just 1/100th of 1%).
e)	Since Jeff Berg became Chairman a decade ago, we’ve had multiple conversations about NTN’s historical failure in large DMA’s. Mr. Berg highlighted this as a key focus going forward by leveraging his out-of-home media expertise. However, results never materialized & have instead been replaced by ever-changing excuses.
f)	During my last call with CEO Ram Krishnan about the continued inability to grow NYC, Mr. Krishnan noted that NTN has saturated the market with its legacy gaming product. So apparently with 4 NYC establishments out of 30,000, the company believes it’s “saturated the market.”
g)	Moving closer to NTN’s own backyard, there’s the Gaslamp district of San Diego. The Gaslamp is a famous tourist area with 150 restaurants/bars and is often enjoyed by NTN’s employees during their recreational time. However, NTN has zero locations there that utilize its products.
h)	When I suggested Mr. Krishnan follow Starbucks’ passionate founder Howard Shultz’s playbook (he visits 25 stores a week to better understand their challenges), Mr. Krishnan said that’s what NTN’s salespeople are supposed to do. Unfortunately, he completely missed my point, as the company’s salespeople still haven’t grown NTN’s reach in the Gaslamp or NYC, and they continue to lose clients nationally.

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In summary, NTN has been unable to grow its core gaming & restaurant/bar markets.  In addition, its development/deployment of menu/order/pay has been painfully slow, and its over-dependence on one large customer for these services has set it back on numerous occasions.  Thus, I remain convinced NTN needs external help to unlock shareholder value of $25-$50.

Sean Gordon as a proposed Board member  

a)	Brings 20+ years of sales skills & business building
b)	Driven by results, not excuses
c)	Passionate & focused on moving quickly

Initial Board letter 1/24/18:  http://www.sec.gov/Archives/edgar/data/748592/000147793218000647/ntn_ex991.htm

Sean Gordon email: srg4investing@gmail.com

SOURCE Sean Gordon

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