SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. __)*
The ONE Group Hospitality, Inc.
(Title of Class of Securities)
Twinleaf Management LLC
131 Brookwood Lane
New Canaan, CT 06840
(Authorized to Receive Notices and Communications)
January 15, 2020
(Date of Event Which Requires Filing of this Statement)
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 Number: 88338K103
Names of Reporting Persons
Twinleaf Management, LLC
Check the Appropriate Box if a Member of a Group (See Instructions)
SEC Use Only
Source of Funds (See Instructions)
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
Citizenship or Place of Organization
Sole Voting Power
Shared Voting Power
Sole Dispositive Power
Shared Dispositive Power
Aggregate Amount Beneficially Owned by Each Reporting Person
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row (11)
Type of Reporting Person (See Instructions)
As of January 16, 2020 Twinleaf Management LLC is the beneficial owner of 1,681,354 shares of common stock of The ONE Group Hospitality, Inc. The shares are allocated across eleven (11) discretionary client accounts (the “client accounts”). Such clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No such client contains an interest relating to more than five percent (5%) of the class of securities.
Security and Issuer
Common stock of ONE Group Hospitality, Inc., a Delaware company with principal offices at 1624 Market Street, Suite 311, Denver, CO 80202.
Identity and Background
This statement is being filed by Twinleaf Management LLC (the “Reporting Person”).
The Principal business address for the Reporting Person is Twinleaf Management LLC, 131 Brookwood Lane, New Canaan, CT 06840
The principal business of Twinleaf Management LLC is the performance of investment management and advisory services. The principal business of Spencer Grimes is serving as the Managing Member of Twinleaf Management LLC.
During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and
During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
Twinleaf Management LLC is a Connecticut limited liability company and Spencer Grimes is a citizen of the United States of America.
Source and Amount of Funds or Other Consideration
The shares to which this statement relates were acquired by the Reporting Person on behalf of clients of Twinleaf Management LLC, using client capital.
Purpose of Transaction
The shares covered by the statement were originally acquired in the ordinary course of business for investment purposes.
Interest in Securities of the Issuer
The aggregate percentage of shares reported owned by the Reporting Person is based on 28,872,592 shares of common stock outstanding as of November 6, 2019, which is the total number of shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2019. As of the close of business on the date hereof, Twinleaf Management LLC, as the investment advisor to at least eleven (11) discretionary client accounts, may be deemed to beneficially own the 1,681,354 shares of common stock allocated to the client accounts. Spencer Grimes, as Managing Member of Twinleaf Management LLC may be deemed to beneficially own the 1,681,354 shares of common stock allocated to the client accounts.
The Reporting Person possesses the shared power to vote and to direct the disposition of the securities held by the Reporting Person.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Material to be Filed as Exhibits
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.
TWINLEAF MANAGEMENT, LLC
Date: January 16, 2020
/s/ Spencer Grimes
Managing Member, Twinleaf Management, LLC