SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kanen David
(Last) (First) (Middle)
6429 NW 65TH WAY
(Street)
PARKLAND FL 33067
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ONE Group Hospitality, Inc. [ STKS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001(1) 05/02/2023 X 125,000 A $1.63 1,970,000 I Philotimo Fund, LP(2)
Common Stock, par value $0.0001(1) 20,237 D
Common Stock, par value $0.0001(1) 2,486,141 I Kanen Wealth Management LLC(3)
Common Stock, par value $0.0001(1) 121,554 I Philotimo Focused Growth & Income Fund(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy)(1) $1.63 05/02/2023 X 125,000 (5) 05/15/2023 Common Stock, par value $0.0001 125,000 $0 0 I Philotimo Fund, LP(2)
1. Name and Address of Reporting Person*
Kanen David
(Last) (First) (Middle)
6429 NW 65TH WAY
(Street)
PARKLAND FL 33067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kanen Wealth Management LLC
(Last) (First) (Middle)
5850 CORAL RIDGE DRIVE
SUITE 309
(Street)
CORAL SPRINGS FL 33076
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Philotimo Fund, LP
(Last) (First) (Middle)
5850 CORAL RIDGE DRIVE, SUITE 309
(Street)
CORAL SPRINGS FL 33076
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Philotimo Focused Growth & Income Fund
(Last) (First) (Middle)
5850 CORAL RIDGE DRIVE, SUITE 309
(Street)
CORAL SPRINGS FL 33076
(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by David Kanen, Kanen Wealth Management, LLC ("KWM"), Philotimo Fund, LP, and Philotimo Focused Growth and Income Fund (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
2. Securities directly beneficially owned by Philotimo Fund, LP. KWM, as the general partner of Philotimo Fund, LP, and Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the securities owned by Philotimo Fund, LP.
3. Securities directly beneficially owned by KWM. Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the securities owned by KWM.
4. Securities directly beneficially owned by Philotimo Focused Growth and Income Fund. KWM, as the investment manager of Philotimo Focused Growth and Income Fund, and Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the securities owned by Philotimo Focused Growth and Income Fund.
5. Immediately exercisable.
/s/ David Kanen 05/04/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.