Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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
(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).
CUSIP No. 436233100
|
1
|
NAME OF REPORTING PERSON
ADW Capital Partners, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
£
(b)
R
|
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
|
|
5
|
SOLE VOTING POWER
0
|
|
NUMBER OF SHARES BENEFICIALLY
|
6
|
SHARED VOTING POWER
0
|
|
OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
CUSIP No. 436233100
|
1
|
NAME OF REPORTING PERSON
ADW Capital Management, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
£
(b)
R
|
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
|
|
5
|
SOLE VOTING POWER
0
|
|
NUMBER OF SHARES BENEFICIALLY
|
6
|
SHARED VOTING POWER
0
|
|
OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
|
TYPE OF REPORTING PERSON
HC, CO
|
|
|
|
|
|
|
|
|
CUSIP No
.
436233100
|
1
|
NAME OF REPORTING PERSON
Adam D. Wyden
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
£
(b)
R
|
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York, USA
|
|
|
5
|
SOLE VOTING POWER
0
|
|
NUMBER OF SHARES BENEFICIALLY
|
6
|
SHARED VOTING POWER
0
|
|
OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
|
TYPE OF REPORTING PERSON
HC, IN
|
|
|
|
|
|
|
|
|
ITEM 1 (a): Name
of Issuer:
Hollywood Media Corp.
(the “Issuer”)
ITEM 1(b): Address
of Issuer’s Principal Executive Offices:
301 East Yamato Road,
Suite 2199, Boca Raton, Florida 33431
ITEM 2 (a): Name
of Person Filing:
This statement is jointly
filed by and on behalf of each of ADW Capital Partners, L.P., ADW Capital Management, LLC and Adam D. Wyden. ADW Capital Partners,
L.P. and Adam D. Wyden were the record and direct beneficial owners of the securities covered by this statement. ADW Capital Management,
LLC is the general partner of, and may be deemed to beneficially own securities owned by, ADW Capital Partners, L.P. Mr. Wyden
is the sole manager of, and may be deemed to beneficially own securities owned by, ADW Capital Management, LLC.
Each reporting person
declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is or
was, 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 statement.
Each of the reporting
persons 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 of the reporting persons declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is or was, 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 together 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 group with respect to the Issuer or any securities of the
Issuer.
ITEM 2(b): Address
of Principal Business Office or, if None, Residence:
The address of the
principal business office of each of the reporting persons is 5175 Watson Street NW, Washington, D.C. 20016.
ITEM 2(c): Citizenship:
See Item 4 on the cover
page(s) hereto.
ITEM 2(d): Title
of Class of Securities:
Common Stock
ITEM 2(e): CUSIP
Number:
436233100
ITEM 3 : If This Statement is Filed
Pursuant to Sec.Sec.240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
¨
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
(b)
|
|
¨
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
|
(c)
|
|
¨
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
(d)
|
|
¨
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
|
|
(e)
|
|
¨
|
|
An investment adviser in accordance with Sec.240.13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
|
¨
|
|
An employee benefit plan or endowment fund in accordance with Sec.240.13d-1(b)(1)(ii)(F);
|
|
|
|
(g)
|
|
¨
|
|
A parent holding company or control person in accordance with Sec.240.13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
|
¨
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
(i)
|
|
¨
|
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
(j)
|
|
¨
|
|
A non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J);
|
|
|
|
(k)
|
|
¨
|
|
Group, in accordance with Sec.240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not applicable.
ITEM 4 :
Ownership.
(a) Amount Beneficially Owned:
See
Item 9 on the cover page(s) hereto.
(b) Percent of Class:
See Item 11
on the cover page(s) hereto.
(c) Number of Shares as to which such
person has:
(i) Sole power to vote or to direct the vote:
See
Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See
Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition
of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition
of:
See Item 8 on the cover page(s) hereto.
ITEM 5 : Ownership of Five Percent
or Less of a Class:
If this statement 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 [x].
ITEM 6 : Ownership of More than
Five Percent on Behalf of Another Person:
Not applicable.
ITEM 7 : Identification and Classification
of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not applicable.
ITEM 8 : Identification and Classification
of Members of the Group:
Not applicable.
ITEM 9 : Notice of Dissolution
of a Group:
Not applicable.
ITEM 10:
Certification
.
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, other than activities solely
in connection with a nomination under Sec. 240.14a-11.
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.
|
Dated: February 13, 2014
|
ADW Capital Partners, L.P.
|
|
|
|
|
|
By: ADW Capital Management, LLC
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Adam D. Wyden
|
|
|
|
Name: Adam D. Wyden
|
|
|
|
Title: Sole Manager
|
|
|
|
|
|
ADW Capital Management, LLC
|
|
|
|
|
|
By:
|
/s/ Adam D. Wyden
|
|
|
|
Name: Adam D. Wyden
|
|
|
|
Title: Sole Manager
|
|
|
|
|
|
|
Adam D. Wyden
|
|
|
|
|
|
|
/s/ Adam D. Wyden
|
EXHIBIT INDEX
|
Exhibit
|
Description of Exhibit
|
|
99.1
|
Joint Filing Agreement (incorporated by
reference to Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on October 23, 2013).
|