Sec Form 3 Filing - Oz Rey LLC @ Amergent Hospitality Group, Inc - 2020-06-08

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Oz Rey LLC
2. Issuer Name and Ticker or Trading Symbol
Amergent Hospitality Group, Inc [ BURG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
918 CONGRESS AVENUE, STE 100
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2020
(Street)
AUSTIN, TX78701
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
Common Stock 637,400 D ( 1 ) ( 2 )
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
Common Stock Purchase Warrants (right to buy) ( 3 ) $ 0.125 04/01/2020 04/01/2030 Common Stock 1,100,000 ( 3 ) D ( 1 ) ( 2 )
Common Stock Purchase Warrants (right to buy) ( 3 ) $ 0.5 04/01/2020 04/01/2030 Common Stock 462,600 ( 3 ) D ( 1 ) ( 2 )
Convertible Debenture ( 4 ) $ 0.1 04/01/2020 04/01/2022 Common Stock 40,378,890 ( 4 ) D ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oz Rey LLC
918 CONGRESS AVENUE
STE 100
AUSTIN, TX78701
X
MV Amanth LLC
918 CONGRESS AVENUE
STE 100
AUSTIN, TX78701
X
Hersch Robert Sumner
918 CONGRESS AVENUE
STE 100
AUSTIN, TX78701
X
Signatures
/s/ Robert S. Hersch, Oz Rey, LLC 06/08/2020
Signature of Reporting Person Date
/s/ Robert S. Hersch, MV Amanth, LLC 06/08/2020
Signature of Reporting Person Date
/s/ Robert S. Hersch 06/08/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement on Form 3 is being jointly filed by Oz Rey, LLC, MV Amanth, LLC and Robert S. Hersch (collectively, the "Reporting Persons"). The securities are owned directly by Oz Rey, LLC. MV Amanth, as the owner of 100% of the common units of Oz Rey, LLC, has the ability to appoint all of the managers of Oz Rey, LLC. Robert S. Hersch, is the sole member of MV Amanth, LLC. Consequently, each of MV Amanth, LLC and Mr. Hersch may be deemed to have beneficial ownership of the securities owned by Oz Rey, LLC under Section 13 of the Securities Exchange Act of 1934, as amended.
( 2 )The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof.
( 3 )The Common Stock Purchase Warrants were issued on April 1, 2020, are immediately exercisable, and will remain exercisable until April 1, 2030. 1,100,000 of the Common Stock Purchase Warrants are exercisable into a share of common stock at $0.125 per share and 462,600 are exercisable at $0.50 per share.
( 4 )The 10% Secured Convertible Debenture ("Debenture") was originally issued on April 1, 2020, and is convertible at any time into shares of common stock at the lower of $0.10 per share or the daily volume weighted average price of the common stock on the 10 trading days immediately prior to delivery of the conversion notice. The number of shares reported was determined by dividing the $4,037,889 in principal originally outstanding on the Debenture by $0.10 per share. The maturity date for the Debenture is April 1, 2022 ("Maturity Date"). The Maturity Date may be extended, at the sole option of the holder for a two-year period. At the election of the holder, the Maturity Date may be extended for additional two-year periods, provided that in no event shall the Maturity Date be extended beyond 10 years from the original issue date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.