Berger Andrew Form 4 Rocky Mountain Chocolate Factory / Andrew Berger ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Berger Andrew

(Last) (First) (Middle)

208 LENOX AVE., #409

(Street)

WESTFIELD NJ 77098

(City) (State) (Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/14/2022		P		175	A	$6.29	175(1)	D
Common Stock	06/14/2022		P		900	A	$6.3	1,075(1)	D
Common Stock	06/14/2022		P		2,502	A	$6.3	3,577(1)	D
Common Stock	06/14/2022		P		1,423	A	$6.5	5,000(1)	D
Common Stock	06/14/2022		P		200	A	$6.48	5,200(1)	D
Common Stock	06/14/2022		P		800	A	$6.49	6,000(1)	D
Common Stock	06/14/2022		P		103	A	$6.5	6,103(1)	D
Common Stock	06/14/2022		P		3,897	A	$6.62	10,000(1)	D
Common Stock	06/14/2022		P		137	A	$6.35	10,137(1)	D
Common Stock	06/15/2022		P		2,500	A	$6.55	12,637(1)	D
Common Stock	06/15/2022		P		1	A	$6.55	12,638(1)	D
Common Stock	06/15/2022		P		20	A	$6.55	12,658(1)	D
Common Stock	06/16/2022		P		100	A	$6.7	12,758(1)	D
Common Stock	06/16/2022		P		2,400	A	$6.85	15,158(1)	D
Common Stock	06/16/2022		P		311	A	$6.75	15,469(1)	D
Common Stock	06/16/2022		P		2,189	A	$6.85	17,658(1)	D
Common Stock								460,189(1)	I	See Footnotes(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Mr. Berger is a member of a "group" with AB Value Partners, LP, AB Value Management LLC, 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 of which Mr. Berger is the manager. 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. Mr. Berger may be deemed to beneficially own the shares as the manager of AB Value Management LLC, which 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 T. Berger	06/16/2022
	** Signature of Reporting Person	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.