HPC III Kaizen Form 4 ONE Group Hospitality / SCOTT I ROSS 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^*

ROSS SCOTT I

(Last) (First) (Middle)

150 EAST 58TH STREET,

33RD FLOOR

(Street)

NEW YORK NY 10155

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2024

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	10/01/2024		A		7,133	A	$0	11,250	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^*

ROSS SCOTT I

(Last) (First) (Middle)

150 EAST 58TH STREET,

33RD FLOOR

(Street)

NEW YORK NY 10155

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HPC III Kaizen LP

(Last) (First) (Middle)

150 EAST 58TH STREET,

33RD FLOOR

(Street)

NEW YORK NY 10155

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hill Path Capital Partners III GP LLC

(Last) (First) (Middle)

150 EAST 58TH STREET,

33RD FLOOR

(Street)

NEW YORK NY 10155

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hill Path Investment Holdings III LLC

(Last) (First) (Middle)

150 EAST 58TH STREET,

33RD FLOOR

(Street)

NEW YORK NY 10155

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hill Path Capital LP

(Last) (First) (Middle)

150 EAST 58TH STREET

33RD FLOOR

(Street)

NEW YORK NY 10155

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hill Path Holdings LLC

(Last) (First) (Middle)

150 EAST 58TH STREET

33RD FLOOR

(Street)

NEW YORK NY 10155

(City) (State) (Zip)

Explanation of Responses:

Remarks:

This Form 4 is filed jointly by HPC III Kaizen LP ("HPC III Kaizen"), Hill Path Capital Partners III GP LLC ("Hill Path III GP"), Hill Path Investment Holdings III LLC ("Hill Path Investment Holdings III"), Hill Path Capital LP ("Hill Path"), Hill Path Holdings LLC ("Hill Path Holdings") and Scott Ross ("Mr. Ross," and collectively with the aforementioned entities, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Scott Ross	10/03/2024
	HPC III Kaizen LP, By: Hill Path Capital LP, By: /s/ Scott Ross, Managing Partner	10/03/2024
	Hill Path Capital Partners III GP LLC, By: Hill Path Investment Holdings III LLC, By: /s/ Scott Ross, Managing Partner	10/03/2024
	Hill Path Investment Holdings III LLC, By: /s/ Scott Ross, Managing Partner	10/03/2024
	Hill Path Capital LP, By: Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner	10/03/2024
	Hill Path Holdings LLC, By: /s/ Scott Ross, Managing Partner	10/03/2024
	** Signature of Reporting Person	Date
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