UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

Noble Roman's, Inc.

(Name of Issuer)
 
 
Common Stock, no par value

(Title of Class of Securities)
 
 
655107100
(CUSIP Number)
 
Privet Fund LP
Attn: Ryan Levenson
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305

With a copy to:

Rick Miller                         
Bryan Cave LLP                         
1201 W. Peachtree St., 14th Floor                         
Atlanta, GA  30309                         
Tel: (404) 572-6600                         
       
 
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 29, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-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).
 
 

CUSIP No. 655107100
 
Page 2 of  7 Pages

 1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Privet Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                                                                Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,351,489
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,351,489
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,351,489
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14
TYPE OF REPORTING PERSON
PN
 
 
 

 
 


SCHEDULE 13D
   CUSIP No.  655107100
 
Page 3 of  7 Pages    


 1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Privet Fund Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                              Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
0 
8
SHARED VOTING POWER
2,451,489
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,451,489
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,451,489
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14
TYPE OF REPORTING PERSON
OO
 
 


SCHEDULE 13D
   CUSIP No.  655107100
 
Page 4 of  7 Pages    


 1
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Ryan Levenson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) þ
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION                                                                                                                United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
 EACH
REPORTING
 PERSON WITH:
7
SOLE VOTING POWER
0 
8
SHARED VOTING POWER
2,451,489
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,451,489
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,451,489
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14
TYPE OF REPORTING PERSON
IN
 

 

SCHEDULE 13D
   CUSIP No. 655107100
 
Page 5 of  7 Pages    

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on June 23, 2014 and as amended on August 4, 2014 (the “Schedule 13D”), with respect to the Common Stock, no par value (the “Common Stock”), of Noble Roman’s, Inc., an Indiana Corporation (the “Corporation”).  Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.
Item 3.                                        Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety to read as follows:
The aggregate purchase price of the 2,451,489 shares of Common Stock beneficially owned by the Reporting Persons is approximately $4,008,418 not including brokerage commissions, which was funded with partnership funds of Privet Fund LP and with assets under separately managed accounts with Privet Fund Management LLC. Privet Fund LP effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies.
Item 5.                                        Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety to read as follows:
(a) As of the date of this filing, the Reporting Persons beneficially own 2,451,489 shares (the “Shares”), or approximately 12.2% of the outstanding Common Stock of the Corporation (calculated based on information included in the Form 10-Q filed by the Corporation for the quarterly period ended September 30, 2014, which reported that 20,030,087 shares of Common Stock were outstanding as of November 3, 2014).



SCHEDULE 13D
   CUSIP No.  655107100
 
Page 6 of 7 Pages    


Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
 
Date:  January 7, 2015
PRIVET FUND LP
 
By: Privet Fund Management LLC,
Its Managing Partner
 
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
 
PRIVET FUND MANAGEMENT LLC
 
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
 
/s/ Ryan Levenson
Ryan Levenson
 
   

 


 
SCHEDULE 13D
   CUSIP No. 655107100
 
Page 7 of  7  Pages    
 
 
SCHEDULE 1

Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:
 
Unless otherwise indicated, all transactions were effected on the open market.

1.
Privet Fund LP
 
Nature of Transaction (Purchase/Sale)
 
 
Trade Date
Number of Shares
Price Per Share (1)
12/22/2014
Purchase
40,366
$2.0104
12/29/2014
Purchase
84,340
$2.1445
12/30/2014
Purchase
115,928
$2.1836
1/5/2015
Purchase
74,955
$2.1258
1/6/2015
Purchase
30,053
$2.1330
1/7/2015
Purchase
158,000
$2.1216

1 Not including any brokerage fees.