Kanen David Form 4 ONE Group Hospitality / David Kanen 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

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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^*

Kanen David

(Last) (First) (Middle)

5850 CORAL RIDGE DR STE 309

(Street)

CORAL SPRINGS FL 33076

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONE Group Hospitality, Inc. [ STKS ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2019

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

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

	Form filed by One Reporting Person
X	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	04/02/2019		J		291,392(1)	D	(1)	3,002,693	I	Kanen Wealth Management LLC(2)
COMMON STOCK	04/03/2019		J		20,009(1)	D	(1)	2,982,684	I	Kanen Wealth Management LLC(2)
COMMON STOCK	04/04/2019		J		11,049(1)	D	(1)	2,971,635	I	Kanen Wealth Management LLC(2)
COMMON STOCK								1,845,000(3)	I	The Philotimo Fund LLC
COMMON STOCK								20,237(3)	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 (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

1. Name and Address of Reporting Person^*

Kanen David

(Last) (First) (Middle)

5850 CORAL RIDGE DR STE 309

(Street)

CORAL SPRINGS FL 33076

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kanen Wealth Management LLC

(Last) (First) (Middle)

5850 CORAL RIDGE DR STE 309

(Street)

CORAL SPRINGS FL 33076

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Philotimo Fund, LP

(Last) (First) (Middle)

5850 CORAL RIDGE DR STE 309

(Street)

CORAL SPRINGS FL 33076

(City) (State) (Zip)

Explanation of Responses:

1. These shares relate to customer accounts that are no longer managed by Kanen Wealth Management LLC ("KWM").

2. 1. Kanen Wealth Management LLC ("KWM") does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM. The number reflected above excludes 20,237 shares held in Mr. Kanen's account as described in footnote 4 below.

3. Mr. Kanen beneficially owns, pursuant to the beneficial ownership rules of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 4,836,872 shares of Common Stock, which represent approximately 16.9% of the Issuer's outstanding shares of Common Stock. Pursuant to such beneficial ownership rules, Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the 2,971,635 shares of Common Stock held in customer accounts managed by KWM (including the 20,237 shares held in Mr. Kanen's account) and the 1,845,000 shares of Common Stock held by The Philotimo Fund LLC, of which KWM is the general partner. Mr. Kanen expressly disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Mr. Kanen does not have a pecuniary interest under Section 16 of the Exchange Act in the shares of Common Stock held in customer accounts managed by KWM other than the 20,237 shares held in Mr. Kanen's account.

Remarks:

	/s/ David L. Kanen	04/04/2019
	/s/ Kanen Wealth Management LLC By: David L. Kanen, Managing Member	04/04/2019
	/s/ The Philotimo Fund By: David L. Kanen	04/04/2019
	** 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).
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