UNITED STATES
Securities
and exchange commission
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 6
Under the Securities Exchange Act of 1934
Good Times Restaurants Inc.
(Name of Issuer)
Common Stock, par
value $0.001 per share
(Title of Class of Securities)
382140879
(CUSIP Number)
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Charles Jobson
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39 Livingston Road,
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Wellesley, MA 02482
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Tel: (617) 526-8960
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 26, 2021
(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 §240.13d-1(e),
§240.13d-1(f) or §240.13d-1(g), check the following box ☐.
* 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 (the “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
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NAME OF REPORTING PERSON
Jobson Family Foundation
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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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SOURCE OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
332,570
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
332,570
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
332,570
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.60%*
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14
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TYPE OF REPORTING PERSON
OO
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|
|
|
|
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* Based
on 12,785,374 shares of Common Stock outstanding as of May 05, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q
for the quarterly period ended March 30, 2021, filed with the Securities and Exchange Commission on May 06, 2021.
1
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NAME OF REPORTING PERSON
Charles E. Jobson Irrevocable Trust
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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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SOURCE OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
126,024
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|
9
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SOLE DISPOSITIVE POWER
0
|
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10
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SHARED DISPOSITIVE POWER
126,024
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,024
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.986%*
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14
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TYPE OF REPORTING PERSON
OO
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* Based
on 12,785,374 shares of Common Stock outstanding as of May 05, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q
for the quarterly period ended March 30, 2021, filed with the Securities and Exchange Commission on May 06, 2021.
1
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NAME OF REPORTING PERSON
Charles Jobson
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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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SOURCE OF FUNDS
AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
1,813,561
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8
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SHARED VOTING POWER
458,594
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9
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SOLE DISPOSITIVE POWER
1,813,561
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10
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SHARED DISPOSITIVE POWER
458,594
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,155 *
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.78%**
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14
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TYPE OF REPORTING PERSON
IN
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* Includes
126,024 shares held by Charles E. Jobson Irrevocable Trust and 332,570 shares held by the Jobson Family Foundation. Also includes 1,826
shares issuable pursuant to restricted stock units that are currently vested. Charles Jobson is the trustee of the Jobson Family Foundation.
Donna M. Farrell, Charles Jobson’s spouse, is the trustee of Charles E. Jobson Irrevocable Trust.
** Based
on 12,785,374 shares of Common Stock outstanding as of May 05, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q
for the quarterly period ended March 30, 2021, filed with the Securities and Exchange Commission on May 06, 2021.
1
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NAME OF REPORTING PERSON
Donna M. Farrell
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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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SOURCE OF FUNDS
AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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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
126,024
|
|
9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
126,024
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,024 *
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.986%**
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14
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TYPE OF REPORTING PERSON
IN
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* Includes
126,024 shares held by Charles E. Jobson Irrevocable Trust. Donna M. Farrell, Charles Jobson’s spouse, is the trustee of Charles
E. Jobson Irrevocable Trust.
** Based
on 12,785,374 shares of Common Stock outstanding as of May 05, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q
for the quarterly period ended March 30, 2021, filed with the Securities and Exchange Commission on May 06, 2021.
This Amendment No.6 to the Schedule
13D (“Amendment”) amends and supplements the initial Schedule 13D filed with the Securities and Exchange Commission (the
“SEC”) on December 29, 2016, as amended by the first amendment thereto filed with the Securities and Exchange Commission
on April 24, 2017, as amended by the second amendment thereto filed with the SEC on October 19, 2017, as amended by the third amendment
thereto filed with the SEC on November 14, 2017, as amended by the fourth amendment thereto filed with the SEC on January 8, 2018, and
as further amended by the fifth amendment thereto filed with the SEC on March 12, 2018 (collectively, as amended, the “Schedule
13D”) relating to the common stock, $0.001 par value per share (the “Common Stock”) of Good Times Restaurants Inc.,
a Delaware corporation (the “Issuer”). Information reported in the Schedule 13D remains in effect except to the extent that
it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment
have the same meanings as are ascribed to them in the Schedule 13D.
This Amendment filed by the undersigned
is being filed (a) to make schedule reports and amendments relating to the Common Stock of the Issuer and (b) to confirm the dissolution
of any “group” that may have been deemed to have been formed among the Jobson Reporting Persons and the Stetson Reporting
Persons within the meaning of the Act and reflect the termination of any Joint Filing Agreement between the Jobson Reporting Persons
and Stetson Reporting Persons. With the dissolution and termination of any Joint Filing Agreements previously
filed, each of the Jobson Reporting Persons and the Stetson Reporting Persons, subject to updates reflected therein, will make their
schedule reports and amendments separately, including hereby. Each of the Reporting Persons (as defined herein) will continue to make
reports or amendments to this Schedule 13D.
Item 2.
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Identity and Background.
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Item 2 is hereby amended and restated in its entirety
as follows:
“(a) This Schedule 13D is being filed by and on behalf of (i) Jobson Family Foundation; (ii) Charles E. Jobson Irrevocable Trust, (iii)
Donna M. Farrell and (iv) Charles Jobson (the persons in clauses (i)–(iv) each, a “Reporting Person” and collectively,
the “Reporting Persons”). The Reporting Persons
are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3)
of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting
Persons that such a group exists. The amended and restated agreement among the Reporting Persons to file jointly (the “A&R
Joint Filing Agreement”) is attached hereto as Exhibit 99.1. Delta Partners, Delta Partners GP, LLC, Prism Partners, L.P., Delta
Growth Master Fund L.P. and Delta Advisors, LLC are no longer reporting persons as a result of a series of distributions in kind, since
the prior Schedule 13D filing, of all of the Issuer’s securities held, directly or indirectly, by such entities, to their respective
applicable limited partners or members, including Charles Jobson. Charles Jobson beneficially owned all shares of Common Stock held by
such entities.
(b) The principal business address of each
Reporting Person is 39 Livingston Road, Wellesley, MA 02482.
(c) The principal business of Jobson Family Foundation is to
serve as a charitable foundation. Charles E. Jobson Irrevocable Trust is a Massachusetts trust. The Charles E. Jobson Irrevocable Trust’s
principal business is to hold assets for the benefit of its beneficiaries. Charles Jobson serves as managing member of Delta Advisors,
LLC, an investment management firm, and trustee of the Jobson Family Foundation and is a director of the Issuer. The spouse of Charles
Jobson, Donna M. Farrell serves as trustee for Charles E. Jobson Irrevocable Trust.
(d)-(e) During the last five years, no
Reporting Person has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in it being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Jobson Family Foundation is a Massachusetts
trust. Charles E. Jobson Irrevocable Trust is a Massachusetts trust. Charles Jobson and Donna M. Farrell are each a citizen of the United
States.”
Item 3. Source
and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety
as follows:
“The Jobson Family Foundation
received 208,333 shares of Common Stock from Delta Partners, LP as a charitable contribution. The remaining shares of Common Stock held
by the Jobson Family Foundation were purchased for aggregate consideration of approximately $475,427.65. The source of funds used to
acquire the Common Stock was the working or investment capital of the Jobson Family Foundation.
The Charles E. Jobson Irrevocable
Trust received 2,746 shares of Common Stock from Charles Jobson as a grantor. The Charles E. Jobson Irrevocable Trust purchased 123,278
shares of Common Stock for aggregate consideration of approximately $218,332.13. The source of funds used to acquire the Common Stock
was the personal or family investment capital of Charles Jobson and the Charles E. Jobson Irrevocable Trust. Donna M. Farrell may be
deemed to beneficially own the Common Stock owned by Charles E. Jobson Irrevocable Trust.
Charles Jobson received 670,484
shares of Common Stock from Delta Partners, LP and Delta Partners GP, LLC, each a previous filer on this Schedule 13D, as a distribution-in-kind.
Charles Jobson received an aggregate of 1,140,460 shares of Common Stock from Delta Advisors, LLC, Prism Partners, L.P. and Delta Growth
Master Fund L.P., each a previous filer on this Schedule 13D, as a distribution-in-kind. Charles Jobson also received 3,237 shares of
Common Stock as a discretionary grant from the Issuer and also holds 1,826 shares of Common Stock issuable
pursuant to restricted stock units that are currently vested. The aggregate cost basis for the shares of Common Stock held by
Mr. Jobson individually is approximately $6,236,872.85. Charles Jobson may be deemed to beneficially own the Common Stock owned by Charles
E. Jobson Irrevocable Trust, and Jobson Family Foundation.”
Item 4. Purpose
of the Transaction.
Item 4 is hereby amended and restated in its entirety
as follows:
“Though
the Reporting Persons may be deemed part of a group within the meaning of Section 13(d) of the Act, the filing of this Schedule 13D shall
not be construed as an admission that any of the Reporting Persons are, for purposes of Section 13(d) of the Act, a group with any of
the other Reporting Persons. In addition, any “group” that may have been deemed to exist between the Reporting Persons, on
the one hand, and Stetson Reporting Persons, on the other hand, has been dissolved.
The
Reporting Persons intend to review their investment in the Issuer on a continuing basis taking into consideration various factors, including
the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the
securities markets in general and those for shares of Common Stock and the Issuer, in particular, as well as other developments and other
investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons
may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common
Stock of the Issuer or disposal of some or all of the shares of Common Stock of the Issuer owned by the Reporting Persons or otherwise
acquired by the Reporting Persons, either in the open market or in privately negotiated transactions.
Any
open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions concerning the
Issuer may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation,
current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the
Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general
stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently
contemplated by each Reporting Person with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies
and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken.
The
Reporting Persons have in the past, and may in the future, engage in discussions with the Issuer’s management, board of directors,
and/or other shareholders covering a broad range of subjects, including relative to performance, strategic direction, capital allocation,
shareholder value, board composition and governance of the Issuer.
Depending
upon each factor discussed above and any other factor (which may be unknown at this time) that is, or may become relevant, the Reporting
Persons may consider, among other things: (a) the acquisition by the Reporting Persons of additional securities of the Issuer, the disposition
of securities of the Issuer, or the exercise of convertible securities of the Issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a
material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business
or corporate structure; (g) a share repurchase by the Issuer, (h) changes in the Issuer’s articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (i) causing
any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association; (j) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.
Except
to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals
that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Depending upon the
foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons
may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any
other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs
(a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of
the Reporting Persons will take any of the actions set forth above.”
Item 5. Interest
in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety
as follows:
“
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(a)
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The
aggregate number and percentage of the class of securities identified pursuant to Item 1
beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s)
hereto.
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Each Reporting Person declares that neither
the filing of this Schedule 13D/A nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d)
or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D/A.
Each Reporting Person may be deemed to
be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the
Act. Each Reporting Person declares that neither the filing of this Schedule 13D/A nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed
or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring,
holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a
member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
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(b)
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Number
of shares as to which each Reporting Person has
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(i)
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sole power to vote or direct
the vote
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See Item 7 on the
cover page(s) hereto.
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(ii)
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shared power to vote or direct
the vote
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See Item 8 on the cover
page(s) hereto.
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(iii)
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sole power to dispose or
to direct the disposition of:
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See Item 9 on the cover
page(s) hereto.
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(iv)
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shared power to dispose or
to direct the disposition of:
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See Item 10 on the cover
page(s) hereto.
Additional information requested by this paragraph is incorporated herein
by reference to the information provided in Item 2(c) and Item 3 of this Schedule 13D.
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(c)
|
Schedule
A hereto sets forth all transactions in the Common Stock within the past 60 days by any Reporting
Person. All such transactions were effected on the open market. Except for the transactions
set forth on Schedule A, none of the Reporting Persons effected any transaction in the Common
Stock during the past 60 days.
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(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 Schedule 13D.
|
Item 7. Material
to Be Filed as Exhibits
Item 7 is hereby amended and restated in its entirety
as follows:
99.1
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Joint Filing Agreement
dated July 26, 2021 by and among Jobson Family Foundation; Charles E. Jobson Irrevocable Trust, Donna M. Farrell and Charles Jobson.
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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.
Jobson Family Foundation
By: /s/ Charles Jobson_______________________________
Charles Jobson, Trustee
|
Donna M. Farrell
By: /s/ Donna M. Farrell_______________________________
Donna M. Farrell, individually
|
Charles Jobson
By: /s/ Charles Jobson_______________________________
Charles Jobson, individually
|
Charles E. Jobson Irrevocable Trust
By: /s/ Donna M. Farrell_______________________________
Donna M. Farrell, Trustee
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|
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Schedule A
Transactions – Last 60 Days
Good Times Restaurants (NASDAQ:GTIM)
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From Mar 2024 to Apr 2024
Good Times Restaurants (NASDAQ:GTIM)
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From Apr 2023 to Apr 2024