3//SEC Filing
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC 3
Accession 0000902664-04-000328
CIK 0000709005other
Filed
Feb 10, 7:00 PM ET
Accepted
Feb 11, 5:35 PM ET
Size
44.6 KB
Accession
0000902664-04-000328
Insider Transaction Report
Form 3
NOBLE ROMANS INCNROM.OB
Holdings
- 3,214,748(indirect: See footnote)
Common Stock
Series A Convertible Preferred Stock ("Preferred Stock")
Exercise: $0.00→ Common Stock (1,643,092 underlying)- 3,214,748
Noble Roman's, Inc Common Stock, no par value "Common Stock"
- 0(indirect: See footnote)
Common Stock
- (indirect: See footnote)
Preferred Stock
Exercise: $0.00→ Common Stock (1,643,092 underlying) - (indirect: See footnote)
Warrants
Exercise: $0.01From: 1998-08-23Exp: 2005-12-31→ Common Stock (385,000 underlying) Common Stock Warrants (rights to buy) ("Warrants")
Exercise: $0.01From: 1998-08-23Exp: 2005-12-31→ Common Stock (385,000 underlying)
Footnotes (10)
- [F1]The shares of Common Stock and Derivative Securities to which this note relates are held directly by Summitbridge National Investments LLC, ("Summitbridge LLC") a Delaware limited liability company.
- [F10]The Issuer's Articles of Amendment of the Articles of Incorporation provide that the conversion price is calculated by multiplying each share of Preferred Stock by $1.00 and dividing by $3.00. The shares of Preferred Stock are also subject to antidilution protection. Summitbridge LLC directly holds 4,929,275 shares of the Issuer's Preferred Stock.
- [F2]The shares of Common Stock and Derivative Securities to which this note relates are held indirectly by Drawbridge Special Opportunities Fund LP, a Delaware limited partnership ("Drawbridge LP"), in its capacity as one of the two members of Summitbridge LLC. As a result, Drawbridge LP may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge LP expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary in terest.
- [F3]The shares of Common Stock and Derivative Securities to which this note relates are held indirectly by Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company ("Drawbridge Advisors"), in its capacity as advisor to Drawbridge LP. As a result, Drawbridge Advisors may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge Advisors expressly disclaims beneficial ownership of any of these securities in which it does not have a p ecuniary interest.
- [F4]The shares of Common Stock and Derivative Securities to which this note relates are held indirectly by Fortress Investment Group LLC, a Delaware limited liability company ("Fortress"), in its capacity as the managing member of Drawbridge Advisors. As a result, Fortress may be deemed to have beneficial ownership of these securities for purposes of Section 16. Fortress expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.
- [F5]The shares of Common Stock and Derivative Securities to which this note relates are held indirectly by Highbridge/Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership ("Highbridge/Zwirn "), in its capacity as one of the two members of Summitbridge LLC. As a result, Highbridge/Zwirn may be deemed to have beneficial ownership of these securities for purposes of Section 16. Highbridge/Zwirn expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.
- [F6]The shares of Common Stock and Derivative Securities to which this note relates are held indirectly by Highbridge/Zwirn Capital Management LLC, a Delaware limited liability company ("HZCM"), in its capacity as the trading manager of Highbridge/Zwirn L.P. As a result, HZCM may be deemed to have beneficial ownership of these securities for purposes of Section 16. HZCM expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.
- [F7]The shares of Common Stock and Derivative Securities to which this note relates are held indirectly by D.B. Zwirn & Co., LLC in its capacity as the managing member of HZCM. As a result, D.B. Zwirn & Co., LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. D.B. Zwirn & Co., LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.
- [F8]The shares of Common Stock and Derivative Securities to which this note relates are held indirectly by Daniel B. Zwirn, in his capacity as the managing member of D.B. Zwirn & Co., LLC. As a result, Daniel B. Zwirn may be deemed to have beneficial ownership of these securities for purposes of Section 16. Daniel B. Zwirn expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest.
- [F9]Series A Convertible Preferred Stock is convertible into Common Stock at any time. There is no expiration date.
Documents
Issuer
NOBLE ROMANS INC
CIK 0000709005
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001252267
Filing Metadata
- Form type
- 3
- Filed
- Feb 10, 7:00 PM ET
- Accepted
- Feb 11, 5:35 PM ET
- Size
- 44.6 KB