Sec Form 4 Filing - HILARIO EMANUEL N @ ONE Group Hospitality, Inc. - 2017-10-30

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 HILARIO EMANUEL N 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 X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 411 WEST 14TH STREET, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2017 (Street) NEW YORK, NY10014 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, par value $0.0001 per share 10/30/2017 A 371,000 ( 1 ) A $ 0 412,306 D

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 Stock Options $ 1.42 10/30/2017 A 300,000 ( 2 ) 10/30/2027 Common Stock, par value $0.0001 300,000 $ 0 300,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HILARIO EMANUEL N 411 WEST 14TH STREET, 2ND FLOOR NEW YORK, NY10014 X President & CEO Signatures /s/ Emanuel N. Hilario 11/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) a grant of 71,000 shares of the Issuer's common stock issued under the Issuer's 2013 Employee, Director and Consultant Equity Incentive Plan (the "Plan") pursuant to an Employment Agreement, by and between the Issuer and the Reporting Person, dated October 30, 2017 (the "Employment Agreement") and (ii) a grant of 300,000 restricted stock units ("RSUs") issued under the Plan pursuant to the Employment Agreement. The RSUs shall vest in equal increments upon the first three anniversaries of the grant date, with 100,000 units vesting on each such date, provided that the Reporting Person is employed by the Issuer on each such date; provided, however that the RSUs may vest earlier upon the price of the Issuer's common stock reaching an average of $2.130, $2.485 and $2.840 (the "Hurdles") for ten consecutive trading days for each respective Hurdle, with 100,000 RSUs vesting upon the achievement of each respective Hurdle. ( 2 )Options issued under the Plan pursuant to the Employment Agreement. The options shall vest in equal increments upon the first three anniversaries of the grant date, with 100,000 units vesting on each such date, provided that the Reporting Person is employed by the Issuer on each such date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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