gtr-hoak13da1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)

Good Times Restaurants, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

382140879

(CUSIP Number)

Hoak Public Equities, L.P.

3963 Maple Avenue, Suite 450

Dallas, Texas 75219

(214) 855-2284

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 8, 2014

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).

1	NAME OF REPORTING PERSONS Hoak Public Equities, L.P. (20-1356217)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 900,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 900,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4%**
14	TYPE OF REPORTING PERSON* PN

*Consists of 800,000 shares of Common Stock and 100,000 warrants to purchase Common Stock which are currently exercisable.

**This calculation is based on 7,811,591 shares of Common Stock of the Issuer outstanding as of September 22, 2014, as reported in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed on September 23, 2014, and deems shares underlying 100,000 warrants held by the Reporting Persons to be outstanding.

1	NAME OF REPORTING PERSONS Hoak Fund Management, L.P. (20-1355992)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 900,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 900,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4%**
14	TYPE OF REPORTING PERSON* PN

*Consists of 800,000 shares of Common Stock and 100,000 warrants to purchase Common Stock which are currently exercisable.

1	NAME OF REPORTING PERSONS Hoak & Co. (75-2474026)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 900,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 900,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4%**
14	TYPE OF REPORTING PERSON* CO

*Consists of 800,000 shares of Common Stock and 100,000 warrants to purchase Common Stock which are currently exercisable.

1	NAME OF REPORTING PERSONS J. Hale Hoak
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 900,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 900,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4%**
14	TYPE OF REPORTING PERSON* IN

*Consists of 800,000 shares of Common Stock and 100,000 warrants to purchase Common Stock which are currently exercisable.

1	NAME OF REPORTING PERSONS James M. Hoak
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 900,000*
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 900,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4%**
14	TYPE OF REPORTING PERSON* IN

*Consists of 800,000 shares of Common Stock and 100,000 warrants to purchase Common Stock which are currently exercisable.

The following constitutes Amendment No. 1 (“Amendment No.1”) to the Schedule 13D (the “Schedule 13D”) filed by the undersigned relating to the shares of common stock, par value $.001 per share (the “Common Stock”), of Good Times Restaurants Inc. (the “Issuer”), a Nevada corporation. The principal executive office of the Issuer is located at 601 Corporate Circle, Golden, Colorado 80401. This Amendment No. 1 amends the Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Consideration.

Section 3 is hereby amended in its entirety as follows:

Purchases of Common Stock by HPE were made in a privately negotiated transactions, as further described in Item 6. Warrants to purchase Common Stock were acquired as warrant coverage in connection with a 2013 capital raise by the Issuer. The total amount of funds used for the purchase of Common Stock was $2,755,000.00. All of the shares of Common Stock beneficially owned by HPE were paid for using working capital of HPE. The other Reporting Persons do not hold shares of Common Stock directly but may be deemed to beneficially own the shares of Common Stock owned by HPE.

Item 5. Interest in Securities of the Issuer.

Section 5 is hereby amended in its entirety as follows:

(a)

As of the filing date of this Amendment No. 1, based upon 7,811,591 shares of Common Stock outstanding, HPE directly owned (1) an aggregate of 800,000 shares of Common Stock, representing approximately 10.1% of the outstanding Common Shares, and (2) warrants to purchase an aggregate of 100,000 shares of Common Stock exercisable within 60 days. Hoak Fund Management, L.P. (as HPE’s general partner), Hoak & Co. (as Hoak Fund Management, L.P.’s general partner), James M. Hoak (Hoak & Co.’s controlling shareholder), and J. Hale Hoak (Hoak & Co.’s President) may be deemed to beneficially own (1) an aggregate of 800,000 shares of Common Stock, representing approximately 10.1% of the outstanding Common Stock, and (2) warrants to purchase an aggregate of 100,000 shares of Common Stock exercisable within 60 days, or 11.4% of the outstanding Common Stock in the aggregate.

(b)

Each Reporting Person may be deemed to have the sole power to vote or direct the vote and dispose of the shares of Common Stock reported in this Amendment No. 1 owned directly by HPE.

(c)

As described under Item 6, HPE purchased 300,000 shares of Common Stock at a price of $4.10 in a privately negotiated transaction on October 8, 2014. None of the Reporting Persons effected any other transaction in the Common Stock during the past 60 days.

(d)

No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered by this Amendment No. 1.

(e)

Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with

Respect to Securities of the Issuer.

Section 6 is hereby amended to add the following:

On October 8, 2014, HPE purchased three hundred thousand (300,000) shares of Common Stock from Small Island Investments Ltd. (“SII”) at a price of $4.10 per share pursuant to a Purchase Agreement executed contemporaneously therewith between HPE, SII and Rest Redux LLC (the “Purchase Agreement”). SII is a controlled affiliate of David Dobbin, who is Chairman of the Issuer. Rest Redux LLC also purchased 300,000 shares of Common Stock pursuant to the Purchase Agreement.

In connection with the execution of the Purchase Agreement, the Issuer agreed to, at the request of HPE or Rest Redux LLC, (1) waive the exercise restrictions based on percentage beneficial ownership set forth in Class A warrants held by such parties (including investors in Redux) and (2) as part of any prospectus supplement or post-effective amendment that may be necessary to keep its currently effective S-1 registration statement current, to reflect the acquired shares as owned by such parties and eligible for resale thereunder (the foregoing, the “Waiver Agreement”).

The foregoing descriptions of the Purchase Agreement and the Waiver Agreement are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed as exhibits hereto and are incorporated herein by reference.

The Reporting Persons expressly disclaim any membership in a group with, and beneficial ownership of any securities beneficially owned by, Rest Redux LLC and its affiliates or any other person, other than as reported herein.

Item 7. Material to Be Filed as Exhibits

99.1	Purchase Agreement dated October 8, 2014 between Hoak Public Equities, L.P., Rest Redux LLC and Small Island Investments, Ltd.
99.2	Agreement dated October 8, 2014 between Hoak Public Equities, L.P., Rest Redux LLC and Good Times Restaurants, Inc.

SIGNATURES

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

Dated: October 10, 2014

Hoak Public Equities, L.P. By: Hoak Fund Management, L.P., its general partner By: Hoak & Co., its general partner By: _/s/ J. Hale Hoak_______________ J. Hale Hoak President	Hoak Fund Management, L.P. By: Hoak & Co., its general partner By: _/s/ J. Hale Hoak_______________ J. Hale Hoak President
Hoak & Co. By: _/s/ J. Hale Hoak_______________ J. Hale Hoak President	James M. Hoak By: _/s/ James M. Hoak _________________ James M. Hoak
J. Hale Hoak By: _/s/ J. Hale Hoak_______________ J. Hale Hoak