Sec Form 13G Filing - Twinleaf Management LLC filing for ONE Group Hospitality Inc. (STKS) - 2020-01-16

The ONE Group Hospitality, Inc.

1.

Names of Reporting Persons

Twinleaf Management, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x

3.

SEC Use Only

4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

6.

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

1,681,354

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

1,681,354

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,681,354

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.

Percent of Class Represented by Amount in Row (11)

5.82%

14.

Type of Reporting Person (See Instructions)

As of January 16, 2020 Twinleaf Management LLC is the beneficial owner of 1,681,354 shares of common stock of The ONE Group Hospitality, Inc. The shares are allocated across eleven (11) discretionary client accounts (the “client accounts”). Such clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No such client contains an interest relating to more than five percent (5%) of the class of securities.

Item 1.

Security and Issuer

Common stock of ONE Group Hospitality, Inc., a Delaware company with principal offices at 1624 Market Street, Suite 311, Denver, CO 80202.

Item 2.

Identity and Background

(a)

This statement is being filed by Twinleaf Management LLC (the “Reporting Person”).

(b)

The Principal business address for the Reporting Person is Twinleaf Management LLC, 131 Brookwood Lane, New Canaan, CT 06840

(c)

The principal business of Twinleaf Management LLC is the performance of investment management and advisory services. The principal business of Spencer Grimes is serving as the Managing Member of Twinleaf Management LLC.

(d)

During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and

(e)

During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

(f)

Twinleaf Management LLC is a Connecticut limited liability company and Spencer Grimes is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration

The shares to which this statement relates were acquired by the Reporting Person on behalf of clients of Twinleaf Management LLC, using client capital.

Item 4.

Purpose of Transaction

The shares covered by the statement were originally acquired in the ordinary course of business for investment purposes.

Item 5.

Interest in Securities of the Issuer

(a)

The aggregate percentage of shares reported owned by the Reporting Person is based on 28,872,592 shares of common stock outstanding as of November 6, 2019, which is the total number of shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2019. As of the close of business on the date hereof, Twinleaf Management LLC, as the investment advisor to at least eleven (11) discretionary client accounts, may be deemed to beneficially own the 1,681,354 shares of common stock allocated to the client accounts. Spencer Grimes, as Managing Member of Twinleaf Management LLC may be deemed to beneficially own the 1,681,354 shares of common stock allocated to the client accounts.

(b)

The Reporting Person possesses the shared power to vote and to direct the disposition of the securities held by the Reporting Person.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7.

Material to be Filed as Exhibits

None.

TWINLEAF MANAGEMENT, LLC

Date: January 16, 2020

/s/ Spencer Grimes

Spencer Grimes

Managing Member, Twinleaf Management, LLC

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