III Alfred B. Southall Form 3 Muscle Maker / III Alfred B. Southall ownership change

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Southall III Alfred B.

(Last) (First) (Middle)

C/O MUSCLE MAKER, INC

2200 SPACE PARK DRIVE, SUITE 310

(Street)

HOUSTON TX 77058

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2018

3. Issuer Name and Ticker or Trading Symbol
Muscle Maker, Inc. [ MMB ]

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

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

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	100,071	D

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
Warrant (right to buy)(1)	08/14/2017	08/14/2020	Common Stock	5,356	9.33	D
Convertible debt (right to buy)(2)	08/07/2017	02/07/2018	Common Stock	61,538	1.625	D

Explanation of Responses:

1. The issuer granted the reporting person a 3-year warrant to purchase 5,356 shares of common stock of the issuer at an exercise price of $9.33 per share in connection with a loan made by the reporting person to the issuer in 2017.

2. On August 7, 2017, the issuer issued a convertible note to the reporting person for a loan of $100,000, maturing six months after issuance of the convertible note, convertible into common stock at a price per share of $1.625, and, if not converted, a stated interest rate of 10% per six months, will become due and payble along with the principal amount.

	/s/ A.B. Southall III	03/29/2018
	** 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 5 (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.