SEC FORM 4

SEC Form 4

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^*

KNUTSON SUSAN M

(Last)

(First)

(Middle)

141 UNION BLVD., #400

(Street)

LAKEWOOD

80228

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Good Times Restaurants Inc. [ GTIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller, Corp Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2019		M⁽¹⁾		2,063⁽¹⁾	A	$0.00	22,542	D
Common Stock	11/18/2019		F⁽²⁾		707	D	$1.74	21,835	D
Common Stock	11/18/2019		M⁽³⁾		1,934⁽³⁾	A	$0.00	23,769	D
Common Stock	11/18/2019		F⁽²⁾		663	D	$1.74	23,106	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00	11/18/2019		M			2,063⁽¹⁾	11/16/2019	11/16/2021	Common Stock	2,063	$0.00	0	D
Restricted Stock Units	$0.00	11/18/2019		M			1,934⁽³⁾	11/16/2019	11/16/2021	Common Stock	1,934	$0.00	3,870	D
Restricted Stock Units	$0.00							06/27/2018⁽⁴⁾	11/16/2021	Common Stock	3,645		7,515	D
Incentive Stock Options (Right to buy)	$1.56							12/13/2010⁽⁵⁾	12/13/2020	Common Stock	5,323		5,323	D
Incentive Stock Options (Right to Buy)	$2.31							01/02/2013⁽⁶⁾	01/02/2023	Common Stock	18,132		23,455	D
Incentive Stock Options (Right to buy)	$2.48							11/21/2013⁽⁷⁾	11/21/2023	Common Stock	10,000		33,455	D
Incentive Stock Options	$5.29							11/23/2015⁽⁸⁾	11/23/2025	Common Stock	4,159		37,614	D
Incentive Stock Options (Right to Buy)	$3.15							11/16/2016⁽⁹⁾	11/16/2026	Common Stock	7,700		45,314	D
Incentive Stock Options (Right to buy)	$3.55							06/27/2018⁽¹⁰⁾	06/27/2028	Common Stock	7,324		52,638	D
Incentive Stock Options (Right to buy)	$4.25							07/23/2018⁽¹¹⁾	07/23/2028	Common Stock	2,123		54,761	D
Incentive Stock Options (Right to buy)	$4.66							11/16/2018⁽¹²⁾	11/16/2028	Common Stock	5,579		60,340	D

Explanation of Responses:

1. Represents the conversion upon vesting of Restricted Stock Units into Common Stock. The Reporting Person was granted 6,191 Restricted Stock Units on November 16, 2016 vesting at 1/3 of the total granted amount over three years. Such Restricted Stock Units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission.

2. Represents shares withheld to cover the exercise price of the options exercised.

3. Represents the conversion upon vesting of Restricted Stock Units into Common Stock. The Reporting Person was granted 5,804 Restricted Stock Units on November 16, 2018 vesting at 1/3 of the total granted amount over three years. Such Restricted Stock Units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission.

4. The Reporting Person was granted 5,467 Restricted Stock Units ("RSU") on June 27, 2018 vesting at 1/3 of the total granted amount over three years. Such Restricted Stock Units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission.

5. The Reporting Person was granted 5,323 Incentive Stock Options (Right to Buy) on December 13, 2010 vesting at 1/5 of the total amount granted over five years.

6. The Reporting Person was granted 18,132 Incentive Stock Options (Right to Buy) on January 2, 2013 vesting at 1/5 of the total amount granted over five years.

7. The Reporting Person was granted 10,000 Incentive Stock Options (Right to Buy) on November 21, 2013 vesting at 1/5 of the total amount granted over five years.

8. The Reporting Person was granted 4,159 Incentive Stock Options (Right to Buy) on November 23, 2015 vesting at 1/5 of the total amount granted over five years.

9. The Reporting Person was granted 7,700 Incentive Stock Options (Right to Buy) on November 16, 2016 vesting at 1/5 of the total amount granted over five years.

10. The Reporting Person was granted 7,324 Incentive Stock Options (Right to Buy) on June 27, 2018 vesting at 1/5 of the total amount granted over five years.

11. The Reporting Person was granted 2,123 Incentive Stock Options (Right to Buy) on July 23, 2018 vesting at 1/5 of the total amount granted over five years.

12. The Reporting Person was granted 7,700 Incentive Stock Options (Right to Buy) on November 16, 2018 vesting at 1/5 of the total amount granted over five years.

Remarks:

	Susan M. Knutson	11/20/2019
	** 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.
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