Sec Form 3 Filing - ROSS SCOTT I @ ONE Group Hospitality, Inc. - 2024-05-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROSS SCOTT I 2. Issuer Name and Ticker or Trading Symbol ONE Group Hospitality, Inc. [ STKS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 150 EAST 58TH STREET, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2024 (Street) NEW YORK, NY10155 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Series A Preferred Stock ( 1 ) 150,000 I By HPC III Kaizen LP ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 to Purchase Common Stock ( 1 ) $ 0.01 05/01/2024 05/01/2034 Common Stock 1,786,582 I By HPC III Kaizen LP ( 2 ) ( 3 ) Warrants to Purchase Common Stock ( 1 ) $ 10 05/01/2024 05/01/2029 Common Stock 1,000,000 I By HPC III Kaizen LP ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSS SCOTT I 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY10155 X HPC III Kaizen LP 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY10155 X See Remarks Hill Path Capital Partners III GP LLC 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY10155 X See Remarks Hill Path Investment Holdings III LLC 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY10155 X See Remarks Hill Path Capital LP 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY10155 X See Remarks Hill Path Holdings LLC 150 EAST 58TH STREET 33RD FLOOR NEW YORK, NY10155 X See Remarks Signatures HPC III Kaizen LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner 05/08/2024 Signature of Reporting Person Date Hill Path Capital Partners III GP LLC, By: Hill Path Investment Holdings III LLC, By: /s/ Scott Ross, Managing Partner 05/08/2024 Signature of Reporting Person Date Hill Path Investment Holdings III LLC, By: /s/ Scott Ross, Managing Partner 05/08/2024 Signature of Reporting Person Date Hill Path Capital LP, By: Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner 05/08/2024 Signature of Reporting Person Date Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner 05/08/2024 Signature of Reporting Person Date /s/ Scott Ross 05/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed jointly by HPC III Kaizen LP ("HPC III Kaizen"), Hill Path Capital Partners III GP LLC ("Hill Path III GP"), Hill Path Investment Holdings III LLC ("Hill Path Investment Holdings III"), Hill Path Capital LP ("Hill Path"), Hill Path Holdings LLC ("Hill Path Holdings") and Scott Ross ("Mr. Ross," and collectively with the aforementioned entities, the "Reporting Persons"). Each of the Reporting Persons 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 purposes of Section 16 or for any other purpose. ( 2 )Securities owned directly by HPC III Kaizen. Hill Path III GP, as the general partner of HPC III Kaizen, may be deemed to beneficially own the securities owned directly by HPC III Kaizen. Hill Path Investment Holdings III, as the managing member of Hill Path III GP, may be deemed to beneficially own the securities owned directly by HPC III Kaizen. ( 3 )Hill Path, as the investment manager of HPC III Kaizen, may be deemed to beneficially own the securities owned directly by HPC III Kaizen. Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the securities owned directly by HPC III Kaizen. Mr. Ross, as the managing partner of each of Hill Path Investment Holdings III, Hill Path and Hill Path Holdings, may be deemed to beneficially own the securities owned directly by HPC III Kaizen.

Remarks: HPC III Kaizen, Hill Path III GP, Hill Path Investment Holdings III, Hill Path and Hill Path Holdings may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Ross and James Chambers, a partner of Hill Path, currently serve on the board of directors of the Issuer.

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).

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