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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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ONE Group Hospitality, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
88338K103 (CUSIP Number) |
JONATHAN SEGAL 1624 Market Street, Suite 311 Denver, CO, 80202 (646) 624-2400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/10/2024 (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 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).
SCHEDULE 13D
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| CUSIP No. | 88338K103 |
| 1 |
Name of reporting person
Jonathan Segal | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,188,513.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
ONE Group Hospitality, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1624 Market Street, Suite 311, Denver,
COLORADO
, 80202. | |
Item 1 Comment:
The following constitutes Amendment No. 3 ("Amendment No. 3") to the Schedule 13D filed by Jonathan Segal (the "Reporting Person") on October 25, 2013 (as amended by the Schedule 13D/A filed February 19, 2016 and the Schedule 13D/A filed September 30, 2021, the "Schedule 13D"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | Item 2(c) is hereby amended and restated to read as follows:
The principal occupation of the Reporting Person is serving as a member of the Board of Directors of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by the Reporting Person is based upon 31,104,781 Shares outstanding as of October 31, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.
As of the close of business on November 12, 2025, the Reporting Person beneficially owned 3,188,513 Shares, or approximately 10.3% of the outstanding Shares, consisting of: (a) 3,116,119 Shares held directly; and (b) 72,394 Shares subject to options that may be acquired within 60 days. | |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
Sole power to vote or direct vote: 3,188,513
Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 3,188,513
Shared power to dispose or direct the disposition: 0 | |
| (c) | ONE Group Hospitality, Inc. | |
| 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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