Sec Form 4 Filing - Pruitt Michael D @ Chanticleer Holdings, Inc. - 2018-05-17

FORM 4 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 Pruitt Michael D 2. Issuer Name and Ticker or Trading Symbol Chanticleer Holdings, Inc. [ HOTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, Chairman (Last) (First) (Middle) 7621 LITTLE AVENUE,, SUITE 414 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2018 (Street) CHARLOTTE, NC28226 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 30,918 I seefootnote ( 1 ) Series 1 Preferred Stock 05/17/2018 A 100 A $ 10.5 200 I By IRA

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 Series 1 Warrants $ 13.5 ( 5 ) 05/17/2018 P 100 ( 2 ) ( 3 ) Common 1,000 ( 4 ) $ 13.5 ( 5 ) 350 ( 6 ) I By IRA

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pruitt Michael D 7621 LITTLE AVENUE, SUITE 414 CHARLOTTE, NC28226 X CEO, Chairman Signatures /s/ Michael D Pruitt 05/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Pruitt directly owns 17,256 shares of common stock; Mr. Pruitt's IRA beneficially owns 1,990 shares of common stock; and Avenel Financial Group, Inc. beneficially owns 11,762 shares of common stock. ( 2 )These warrants are exercisable at any time at any time and from time to time on or before the seventh anniversary of the date of issuance. ( 3 )These warrants expire in accordance with their terms and no later than on the seventh anniversary of their issue date. ( 4 )Each Series 1 Warrant is exercisable into 10 shares of common stock. ( 5 )The price is paid by surrendering one share of Series 1 Preferred stock. ( 6 )Avenel Financial Group, Inc. beneficially owns 150 warrants, as reported on a Form 4 filed May 8, 2017.

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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