UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 14.5 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
NTN Buzztime, Inc.
(Name of Issuer)
Common Stock, par value $.005 per share
(Title of Class of Securities)
629410606
(CUSIP Number)
Jeffrey
A. Berg
603 N. Indian River Drive
Suite 300
Ft. Pierce, FL 34950
(760) 438-7400
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. 629410606
| 1. | Names of Reporting Persons | ||
| Matador Capital Partners, L.P. | |||
| 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) | WC | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____ | ||
| 6. | Citizenship or Place of Organization | Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power | 0 |
| 8. | Shared Voting Power | 417,380 | |
| 9. | Sole Dispositive Power | 0 | |
| 10. | Shared Dispositive Power | 417,380 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 417,380 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See | ||
| Instructions) | ______ | ||
| 13. | Percent of Class Represented by Amount in Row (11) | 18.46% | |
| 14. | Type of Reporting Person (See Instructions) | PN | |
| Page 2 |
CUSIP No. 629410606
| 1. | Names of Reporting Persons | ||
| BFK Investments 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) | AF | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____ | ||
| 6. | Citizenship or Place of Organization | Florida | |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power | 0 |
| 8. | Shared Voting Power | 417,380 | |
| 9. | Sole Dispositive Power | 0 | |
| 10. | Shared Dispositive Power | 417,380 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 417,380 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See | ||
| Instructions) | ______ | ||
| 13. | Percent of Class Represented by Amount in Row (11) | 18.46% | |
| 14. | Type of Reporting Person (See Instructions) | OO | |
| Page 3 |
CUSIP No. 629410606
| 1. | Names of Reporting Persons | ||
| Jeffrey A. Berg | |||
| 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) | AF, PF | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____ | ||
| 6. | Citizenship or Place of Organization | U.S. | |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power | 10,600 |
| 8. | Shared Voting Power | 417,380 | |
| 9. | Sole Dispositive Power | 10,600 | |
| 10. | Shared Dispositive Power | 417,380 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 427,980 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See | ||
| Instructions) | ______ | ||
| 13. | Percent of Class Represented by Amount in Row (11) | 18.93% | |
| 14. | Type of Reporting Person (See Instructions) | IN, HC | |
| Page 4 |
CUSIP No. 629410606
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on September 29, 2008 (the “Original Schedule 13D”), as amended by the amendments thereto previously filed with the SEC on the dates indicated below (the Original Schedule 13D, as amended through and including this Amendment No. 8 are collectively referred to herein as the “Schedule 13D”):
| Amendment No. | Filing Date |
| 1 | December 19, 2008 |
| 2 | January 14, 2011 |
| 3 | January 14, 2011 |
| 4 | March 7, 2012 |
| 5 | September 13, 2012 |
| 6 | December 27, 2012 |
| 7 | April 21, 2014 |
The Schedule 13D relates to the shares of Common Stock (the “Stock”) of NTN Buzztime, Inc. (the “Issuer”) owned by Matador Capital Partners, L.P. (the “Fund”), BFK Investments LLC (“BFK”), the general partner of the Fund, and Jeffrey A. Berg, the Managing Member of BFK. The Fund, BFK and Jeffrey A. Berg are collectively referred to herein as the “Reporting Persons”. Except as specifically amended by this Amendment No. 8, items in the Schedule 13D are unchanged.
Unless otherwise indicated, all information in this Amendment No. 8 regarding the number of shares of Stock owned reflects the 1-for-100 reverse stock split, immediately followed by the 2-for-1 forward stock split of the outstanding Stock that was effected by the Issuer effective on June 16, 2016.
This Amendment No. 8 reports a decrease in the Reporting Persons’ percentage of beneficial ownership of the outstanding shares of Stock since the date the Reporting Persons’ last filing on Schedule 13D as a result of the Issuer’s issuance of 412,071 shares of Stock in connection with a registered direct offering that the Issuer completed in November 2016 (the “November 2016 Offering”). None of the Reporting Persons acquired any shares of Stock in the November 2016 Offering.
Information in this Amendment No. 8 with respect to each of the Reporting Persons is given solely by that particular Reporting Person, and none of the other Reporting Persons has any responsibility for the accuracy or completeness of information with respect to any other Reporting Person. Capitalized terms used herein that are not defined herein have the meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The information provided in Item 5 of this Amendment No. 8 is incorporated by reference to this Item 3.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
In September 2014, Mr. Berg acquired 10,000 shares of Stock reported in Item 5 of this Amendment No. 8 in lieu of $200,000 in cash as compensation for his services as the Issuer’s chief executive officer.
From September 2014 through August 2016, the Fund purchased 5,861 shares of Stock reported in Item 5 of this Amendment No. 8 using its working capital. The aggregate purchase price was $48,564.90.
| Page 5 |
CUSIP No. 629410606
Item 5. Interest in Securities of the Issuer
Paragraphs (a), (b) and (d) of Item 5 of the Schedule 13D are hereby amended by replacing them in their entirety with the following:
(a), (b) & (d): Each Reporting Person’s beneficial ownership of the Stock on the date of this Amendment No. 8 is reflected on that Reporting Person’s cover page of this Amendment No.8. The percentage of shares owned by the Reporting Persons is based upon 2,260,668 shares of Stock outstanding, which is the number of shares outstanding reported on the cover of the Issuer’s Form 10-Q for the quarter ended September 30, 2016. BFK is a limited liability company and serves as the general partner of the Fund with the power to invest in, vote and dispose of the Stock on behalf the Fund. The Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. Only Mr. Berg as a limited partner in the Fund individually has an interest through the Fund in more than 5% of the outstanding Stock. Mr. Berg is the Managing Member of BFK and controls the investment decisions of BFK and the Fund. The Reporting Persons are filing the Schedule 13D jointly, but not as members of a group, and each of them expressly disclaims membership in a group. Each of BFK and Mr. Berg disclaims beneficial ownership of the Stock except to the extent of that Reporting Person’s pecuniary interest therein. In addition, the filing of the Schedule 13D on behalf of the Fund should not be construed as an admission that any of the other Reporting Persons is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of any of the Stock covered by the Schedule 13D.
Paragraph (c) of Item 5 of the Schedule 13D is hereby amended by the addition of the following:
(c) The following sets forth all transactions with respect to Shares effected by the Reporting Persons since their last filing on Schedule 13D: (i) In September 2014, Mr. Berg acquired 10,000 shares of Stock in lieu of $200,000 in cash as compensation for his services as the Issuer’s chief executive officer; and (ii) from September 2014 through August 2016, the Fund purchased 5,861 shares of Stock using its working capital, the aggregate purchase price for which was $48,564.90. Except as otherwise noted above, all such transactions were purchases of Shares effected in the open market, and the purchase price includes commissions paid.
| Page 6 |
CUSIP No. 629410606
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: November 15, 2016 | MATADOR CAPITAL PARTNERS, L.P. | |
| By: | ||
| Name: | BFK Investments LLC | |
| Title: | General Partner | |
| By: | /s/ Jeffrey A. Berg | |
| Name: | Jeffrey A. Berg | |
| Title: | Managing Member | |
| Dated: November 15, 2016 | BFK INVESTMENTS LLC | |
| By: | /s/ Jeffrey A. Berg | |
| Name: | Jeffrey A. Berg | |
| Title: | Managing Member | |
| Dated: November 15, 2016 | JEFFREY A. BERG | |
| /s/ Jeffrey A. Berg | ||
| Jeffrey A. Berg | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
| Page 7 |