Statement of Changes in Beneficial Ownership (4)
March 02 2020 - 12:21PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Ansley T. Michael |
2. Issuer Name and Ticker or Trading Symbol
Diversified Restaurant Holdings, Inc.
[
SAUC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
5750 NEW KING DRIVE, SUITE 320 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/25/2020 |
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(Street)
TROY, MI 48098
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/25/2020 (1) | | D | | 2214557 | D | $1.05 | 0 | D | |
| Common Stock | 2/25/2020 (1) | | D | | 8000000 | D | $1.05 | 0 | I (2) | By reporting person and wife through family limited liability company |
| Common Stock | 2/25/2020 (1) | | D | | 9000 | D | $1.05 | 0 | I (3) | By reporting person as UGMA custodian for children |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Disposed of pursuant to merger agreement between the issuer and Patton Wings Intermediate Holdings, LLC for $1.05 per share in cash on the effective date of the merger. |
| (2) | Reporting person transferred these shares to a family limited liability company of which the reporting person is the sole voting member with sole dispositive power over the shares, and the reporting person and his wife are the sole beneficial owners. |
| (3) | The reporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ansley T. Michael
5750 NEW KING DRIVE
SUITE 320
TROY, MI 48098 | X | X | President & CEO |
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Signatures
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| /s/ Stacy C. Spence, Attorney-in-Fact | | 2/25/2020 |
| **Signature of Reporting Person | Date |
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