| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/25/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/25/2024 | A | 15,877 | A | (1) | 1,832,430 | I | See footnotes.(2)(3) | ||
| Common Stock | 10/28/2024 | P | 6,244 | A | $2.9942(4) | 1,838,674 | I | See footnotes.(2)(3) | ||
| Common Stock | 10/29/2024 | P | 42,063 | A | $2.8871(4) | 1,880,737 | I | See footnotes.(2)(3) | ||
| Common Stock | 6,213 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents the annual common stock grant to Jeffrey R. Geygan pursuant to the issuer board of director compensation program for the period November 30, 2023, to August 31, 2024. |
| 2. In addition to Global Value Investment Corporation, a Delaware corporation ("GVIC"), this Form 4 is being filed jointly by GVP 2021-A, L.P., a Delaware limited partnership, GVP 2021-A, L.L.C., a Delaware limited liability company, Jeffrey R. Geygan, a citizen of the United States of America, James P. Geygan, a citizen of the United States of America, Stacy A. Wilke, a citizen of the United States of America, Kathleen M. Geygan, a citizen of the United States of America, and Shawn G. Rice, a citizen of the United States of America, each of whom has the same business address as GVIC. GVIC beneficially owns the shares of common stock, par value $0.01 per share ("Common Stock"), of Rocky Mountain Chocolate Factory, Inc. reported on this Form 4. |
| 3. In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by GVIC is reported herein. Common Stock reported as indirectly owned by GVIC includes shares owned by GVP 2021-A, L.P., GVP 2021-A, L.L.C., Jeffrey R. Geygan, James P. Geygan, Stacy A. Wilke, Kathleen M. Geygan, and Shawn G. Rice. |
| 4. The reported price represents a weighted average purchase price. The Reporting Person(s) undertakes to provide to the staff, the issuer, or a security holder full information regarding the number of shares purchased at each separate price. |
| /s/ James P. Geygan, Chief Executive Officer | 10/29/2024 | |
| ** 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. | ||
