Rocky Mountain Chocolate Factory (RMCF) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

AB Value Management LLC

(Last) (First) (Middle)

208 LENOX AVE., #409

(Street)

WESTFIELD NJ 07090

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/27/2022

3. Issuer Name and Ticker or Trading Symbol
Rocky Mountain Chocolate Factory, Inc. [ RMCF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Explanation of Responses

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	460,189(1)	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. AB Value Management LLC is a member of a "group" with AB Value Partners, LP, Andrew Berger, Bradley Radoff, Mary Bradley, Richard Degnan, Correne S. Loeffler and Suchit Majmudar for purposes of Section 13(d) of the Exchange Act that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. The reporting person disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. 224,855 of the shares reported herein are owned directly by AB Value Partners, LP, a limited partnership of which AB Value Management LLC is the general partner. 235,334 of the shares reported herein are owned directly by a managed account (the "Managed Account"), of which AB Value Management LLC is the manager. AB Value Management LLC may be deemed to beneficially own the shares owned directly by AB Value Partners, LP and the Managed Account by virtue of its relationship with AB Value Partners, LP and the Managed Account.

	/s/ Andrew Berger, Manager of AB Value Management LLC	06/06/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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