Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
NOBLE ROMAN’S,
INC.
(Name of Issuer)
Common Stock,
no par value
(Title of Class of Securities)
655107100
(CUSIP Number)
December 31,
2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
xRule 13d-1(c)
¨ Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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 No. 655107100 | ||||
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
Robert P. Stiller | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | U.S. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | 2,387,350 | |
| 6 | SHARED VOTING POWER | 0 | ||
| 7 | SOLE DISPOSITIVE POWER | 2,387,350 | ||
| 8 | SHARED DISPOSITIVE POWER | 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,387,350 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 10.7%(1) | ||
| 12 | TYPE OF REPORTING PERSON | IN | ||
(1) Based on number of shares outstanding as of November 6, 2021 as reported on Form 10-Q filed by the Issuer on November 12, 2021
| CUSIP No. 655107100 |
| Item 1(a). | Name of Issuer: |
Noble Roman’s, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
6612 E. 75th Street, Suite 450
Indianapolis, Indiana 46250
| Item 2(a). | Name of Person Filing: |
Robert P. Stiller
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
c/o Sunrise Management Services, LLC
515 N. Flagler Dr. – Suite 1702
West Palm Beach, FL 33401
| Item 2(c). | Citizenship: |
U.S.
| Item 2(d). | Title of Class of Securities: |
Common Stock, no par value
| Item 2(e). | CUSIP Number: |
655107100
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F); |
| (g) | ¨ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); |
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j) | ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
Ownership information is provided as of December 31, 2021.
| (a) | Amount beneficially owned: |
2,387,350
| (b) | Percent of class: |
10.7% (Based on number of shares outstanding as of November 6, 2021 as reported on Form 10-Q filed by the Issuer on November 12, 2021)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
2,387,350
| (ii) | Shared power to vote or to direct the vote |
Not applicable
| (iii) | Sole power to dispose or to direct the disposition of |
2,387,350
| (iv) | Shared power to dispose or to direct the disposition of |
Not applicable
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| Date: February 10, 2022 | ||
| Signature: | /s/ Stephen Magowan, Attorney-in-fact for Robert P. Stiller | |