Statement of Ownership (sc 13g)
May 19 2017 - 3:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of
1934
INFORMATION TO BE INCLUDED IN STATEMENT
FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND
AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
CHANTICLEER HOLDINGS, INC.
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(Name of Issuer)
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Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
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15930P404
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(CUSIP Number)
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May 10, 2017
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 not be subject to all other provisions of the Act
(however, see the Notes).
CUSIP NO.
15930P404
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Page
2 of 7 Pages
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1.
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NAMES OF REPORTING PERSONS.
Bryan Ezralow
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
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1,270,963
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6.
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SHARED VOTING POWER
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-0-
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7.
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SOLE DISPOSITIVE POWER
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1,270,963
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8.
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SHARED DISPOSITIVE POWER
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-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,270,963
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
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12.
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TYPE OF REPORTING PERSON
IN
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CUSIP NO.
15930P404
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Page
3 of 7 Pages
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1.
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NAMES OF REPORTING PERSONS.
Bryan Ezralow 1994 Trust u/t/d December 22, 1994
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
|
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5.
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SOLE VOTING POWER
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1,270,963
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6.
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SHARED VOTING POWER
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-0-
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7.
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SOLE DISPOSITIVE POWER
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1,270,963
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8.
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SHARED DISPOSITIVE POWER
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-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,270,963
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
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12.
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TYPE OF REPORTING PERSON
OO
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Item 1 (a).
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Name of Issuer.
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Chanticleer Holdings, Inc., a Delaware corporation
(the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices.
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7621 Little Avenue, Suite 414
Charlotte, North Carolina 28226
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Item 2(a).
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Name of Person Filing.
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The names of the persons filing are:
(i) Bryan Ezralow; and
(ii) Bryan Ezralow 1994 Trust u/t/d December
22, 1994 (“1994 Trust”)
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Item 2(b).
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Address of Principal Business Office, or, if None,
Residence.
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23622 Calabasas Road, Suite 200
Calabasas, CA 91302
United States.
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Item 2(d).
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Title of Class of Securities.
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The title of the class of securities to
which this statement relates is the common stock of the Issuer, $0.0001 par value per share (the “Common Stock”).
15930P404
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b)
or 13d-2(b), Check Whether the Person Filing is a:
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Not Applicable.
The percentages used herein and in the rest
of this Schedule 13G are calculated based upon a total of
24,743,015
shares of Common Stock
issued and outstanding as of May 11, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2017, filed with the Securities and Exchange Commission on May 15, 2017.
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(a)
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Amount beneficially owned: 1,270,963.
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(b)
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Percent of class: 5.1%.
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(c)
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Number of shares as to which the Bryan Ezralow has:
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(i)
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Sole power to vote or direct the vote: 1,270,963.
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(ii)
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Shared power to vote or direct the vote: 0.
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(iii)
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Sole power to dispose or direct the disposition: 1,270,963.
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(iv)
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Shared power to dispose or direct the disposition: 0.
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(a)
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Amount beneficially owned: 1,270,963.
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(b)
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Percent of class: 5.1%.
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(c)
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Number of shares as to which the 1994 Trust has:
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(i)
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Sole power to vote or direct the vote: 1,270,963.
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(ii)
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Shared power to vote or direct the vote: 0.
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(iii)
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Sole power to dispose or direct the disposition: 1,270,963.
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(iv)
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Shared power to dispose or direct the disposition: 0.
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The 1994 Trust directly owns 1,270,963 shares
of Common Stock. Bryan Ezralow is the sole trustee of the 1994 Trust, and thus, Bryan Ezralow as an individual may be deemed to
beneficially own the 1,270,963 shares of Common Stock owned by the 1994 Trust.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this Schedule is being filed to report the fact that as of the date hereof the Reporting Person has
ceased to be the beneficial owner of more than five percent of the class of securities, check the following
¨
.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Exhibits.
Joint Filing Agreement attached as Exhibit
99.1
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: May 19, 2017
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/s/ Bryan Ezralow
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Bryan Ezralow
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Dated: May 19, 2017
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Bryan Ezralow 1994 Trust u/t/d December 22, 1994
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By:
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/s/ Bryan Ezralow
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Bryan Ezralow, Trustee
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