| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Good Times Restaurants Inc. [ GTIM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common | 11/16/2017 | M | 1,867(1) | A | $0.00 | 103,453 | D | |||
| Common | 440,000 | I | By REIT Redux, LLC(2) | |||||||
| Common | 20,500 | I | By Leanlien, LLC(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non Qualified Stock Option | $7.79 | (4) | 03/13/2025 | Common | 7,060 | 7,060 | D | ||||||||
| Non Qualified Stock Option | $5.29 | (5) | 11/23/2025 | Common | 3,781 | 10,841 | D | ||||||||
| Restricted Stock Unit | $0.00 | (6) | 11/23/2018 | Common | 882 | 11,723 | D | ||||||||
| Restricted Stock Unit | $0.00 | (7) | 11/16/2019 | Common | 3,733 | 15,456 | D | ||||||||
| Explanation of Responses: |
| 1. Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 5,600 restricted stock units on November 16, 2016 of which 1/3 of the shares of the grant vested on November 16, 2017. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission. |
| 2. The reporting person is the president of REIT Redux GP, the general partner of REIT Redux LP. REIT Redux LP received an aggregate of 440,000 shares of Common Stock of the Issuer in the pro rata distribution for no consideration referenced in footnote [1]. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the shares held by REIT Redux LP, except to the extent of his pecuniary interest therein. |
| 3. Leanlien, LLC, a trust in which the reporting person beneficially owns 61% and his children beneficially own 39% |
| 4. These Non-Qualified Stock Options vest in three equal annual installments with the first installment vesting March 13, 2016. |
| 5. These Non-Qualified Stock Options vest in three equal annual installments with the first installment vesting November 23, 2016 |
| 6. The reporting person was granted 1,324 restricted stock units on November 23, 2015 of which 1/3 of the shares of the grant vested on November 23, 2016. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission. |
| 7. The reporting person was granted 5,600 restricted stock units on November 16, 2016 of which 1/3 of the total granted amount vested on November 16, 2017. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission. |
| Remarks: |
| Robert J. Stetson | 11/20/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||