UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO (s) 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
(s)240.13d-2(a)
(Amendment No. 3)
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BBQ Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
05551A109
(CUSIP Number)
MR. DAVID L KANEN
KANEN WEALTH MANAGEMENT, LLC
5850 Coral Ridge Drive, Suite 309
Coral Springs, FL 33076
(631) 863-3100
(Name, Address of Telephone Number of Person
Authorized to Receive Notices and Communications)
August 10
th
, 2022
(Date of Event Which Requires Filing of This Statement)
If filing person has previouslyfiled a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing the
schedule becauseof (s)(s) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box .
1 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 disclosures provided in a prior cover page.
The information required on the remainder of thiscover page shall not be
deemed to the "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,
seethe Notes).
CUSIP NO. 05551A109
1 NAME OF REPORTING PERSON
PHILOTIMO FUND, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IA, PN
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CUSIP NO. 05551A109
1 NAME OF REPORTING PERSON
KANEN WEALTH MANAGEMENT , LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
371,986
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
371,986
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,986
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.45%
14 TYPE OF REPORTING PERSON
IA, OO
3
CUSIP NO. 05551A109
1 NAME OF REPORTING PERSON
DAVID L. KANEN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANTTO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICALLY 83,441
OWNED
BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
371,986
9 SOLE DISPOSITIVE POWER
83,441
10 SHARED DISPOSITIVE POWER
371,986
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,986
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.23%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 05551A109
The following constitutes the Schedule 13D filedby the undersigned (the
"Schedule 13D").
Item 1. Security and Issuer.
This statement relates tothe common stock, $0.01 par value per share (the
"Shares"), of BBQ Holdings, Inc., a Minnesota corporation (the "Issuer").The
address of the principal executive offices of the Issuer is 12701 Whitewater
Drive, Suite 190, Minnetonka, Minnesota 55343.
Item 2. Identity and Background
(a) This statement is filed by:
(i) Philotimo Fund, LP, a Delaware limited partnership ("Philotimo"), with Shared directly and beneficially owned by it;
(ii) Kanen Wealth Management, LLC, a Florida limited liability company ("KWM"), as the general
partner of Philotimo and with respect to the Shares directly and beneficially owned by it; and
(iii) David L. Kanen, as the managing member of KWM and with respect to the Shares directly and beneficially owned by him.
Each of the foregoing isreferred to as a "Reporting Person" and collectively
as the "Reporting Persons." Each of the Reporting Personsis party to that
certain Joint Filing Agreement, as further described by Item 6. Accordingly,
the Reporting Persons are hereby filinga joint Schedule 13D.
(b) The address of the principaloffice of each Philotimo, KWM and Mr. Kanen is
5850 Corral Ridge Drive, Suite 309, Coral Springs, FL 33076.
(c) The principal businessof each of KWM and Philotimo is investing in
securities. The principal occupation of Mr. Kanen is serving as the managing
member of KWM.
(d) No Reporting Person,has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person,has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
asa result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandatingactivities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Kanen is a citizen of the United Statesof America.
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CUSIP NO. 05551A109
Item 3. Source and Amount of Funds or Other Consideration.
The Shares previously purchasedby Philotimo were purchased with working
capital (which may, at any given time include margin loans made by brokerage
firms in the ordinarycourse of business) in open market transactions. The
Shares previously purchased by KWM were purchased with funds for the accounts
ofits customers (which may, at any given time include margin loans made by
brokerage firms in the ordinary course of business) in open markettransactions.
The Shares previously purchased by Mr. Kanen were purchased with personal
funds (which may, at any given time include marginloans made by brokerage
firms in the ordinary course of business) in open market transactions.
Item 4. Purpose of Transaction
.
The Reporting Persons arefiling this Schedule 13D/A to report a reduction in
shares held.
No Reporting Person has anypresent plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4
ofSchedule 13D except as set forth herein or such as would occur upon or in
connection with the completion of, or following, any of theactions discussed
herein. The Reporting Persons intend to review their investment in the Issuer
on a continuing basis. Depending on variousfactors including, without
limitation, the Issuer's financial position and investment strategy, the price
levels of the Shares,conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future take such
actionswith respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications withmanagement and
the Board of Directors of the Issuer, engaging in discussions with
stockholders of the Issuer or other third parties aboutthe Issuer and the
Reporting Persons' investment, including potential business combinations or
dispositions involving the Issueror certain of its businesses, making
recommendations or proposals to the Issuer concerning changes to the
capitalization, ownership structure,board structure (including board
composition), potential business combinations or dispositions involving the
Issuer or certain of itsbusinesses, or suggestions for improving the Issuer's
financial and/or operational performance, purchasing additional Shares,
includingswaps and other derivative instruments, or changing their intention
with respect to any all matters referred to in Item 4.
Item 5. Interest in the Securities of the Issuer
.
The aggregate percentageof Shares reported owned by each person named herein
is based upon 10,760,055 Shares outstanding as of August 8
th
, 2022 asreported in the Issuer's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 11
th
,2020.
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CUSIP NO. 05551A109
A. Philotimo
(a) As of the close of business on August 12
th
, 2022, Philotimo beneficially owned zero Shares.
Percentage: Approximately 0.0%
(b) 1. Sole power to vote or direct: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Philotimo made in the past sixty days
are set forth in Schedule A and are incorporated herein by reference.
B. KWM
(a) As of the close of business on August 12
th
, 2022, KWM beneficially owned 1,019,806 Shares.
Percentage: Approximately 3.45%
(b) 1. Sole power to vote or direct: 0
2. Shared power to vote or direct vote: 371,986
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 371,986
(c) The transactions in the Shares by KWM made in the past sixty days are
set forth in Schedule A and are incorporated herein by reference.
C. Mr. Kanen
(a) As of the close of business on August 12
th
, 2022, Mr. Kanen beneficially owned 83,441 Shares. Mr. Kanen, as the managing member
of KWM, may be deemed to be the beneficial owner of the (i) 371986 Shares owned by KWM.
Percentage: Approximately 4.23%
(b) 1. Sole power to vote or direct: 83,441
2. Shared power to vote or direct vote: 371,986
3. Sole power to dispose or direct the disposition: 83,441
4. Shared power to dispose or direct the disposition: 371,986
(c) Mr. Kanen has not entered into any transactions in the Shares of the Issuer during the past sixty days.
KWM, in its role as investmentmanager to several customer accounts
(collectively, the "Accounts") to which it furnishes investment advice, and
Mr. Kanen,as the managing member of KWM, may each be deemed to beneficially
own shares of the Issuer's Shares held in the Accounts.
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CUSIP NO. 05551A109
Each Reporting Person, asa member of a "group" with the other Reporting
Persons for the purposes of Section 13(d)(3) of the Securities Exchange Actof
1934, as amended, may be deemed the beneficial owner of the shares directly
owned by the other Reporting Persons. Each Reporting Persondisclaims the
beneficial ownership of such Shares except to the extent of his or its
pecuniary interest therein.
(d) No person other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On August 15th, 2022, theReporting Persons entered into a Joint Filing
Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each ofthem of statements on Schedule 13D with respect to the securities of
the Issuer to the extent required by applicable law. The Joint FilingAgreement
is incorporated by reference, and may be found as Exhibit 99.1 to Schedule 13D
filed on August 15
th
, 2022.
Other than as described herein,there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between the
Reporting Persons andany other person, with respect to the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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CUSIP NO. 05551A109
SIGNATURES
After reasonable inquiry and to the best of hisknowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: 08/15/2022
KANEN WEALTH MANAGEMENT, LLC
By: /s/ David L. Kanen
Name: David L. Kanen
Title: Managing Member
PHILOTIMO FUND, LP
By: Kanen Wealth Management, LLC
its general partner
By: /s/ David L. Kanen
Name: David L. Kanen
Title: Managing Member
/s/ David L. Kanen
DAVID L. KANEN
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CUSIP NO. 05551A109
SCHEDULE A
Schedule of Transactions in the Shares
Nature of the Transaction Amount of Shares Price per Share ($) Date of
Purchased/(Sold) Purchase/Sale
KANENWEALTH MANAGEMENT, llC
Sale of Common Stock 36,095 17.1001 08/10/2022
Sale of Common Stock 600,000 17.1051 08/11/2022
Philotimofund, lp
Sale of Common Stock 563,905 17.1001 08/10/2022
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