Fat Brands, Inc — Major Shareholding Notification 2021

Jan 5, 2021

SC 13G/A 1 formsc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 4)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

FAT Brands Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

30258N105

(CUSIP Number)

December 24, 2020

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1 (b)

[ ] Rule 13d-1 (c)

[X] Rule 13d-1 (d)

• 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).

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CUSIP No. 30258N105 Schedule 13G Page 1 of 6 pages

| 1 | NAME
OF REPORTING PERSON Fog
Cutter Capital Group, Inc. |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b)
[ X ] Joint Filing |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON | SOLE
VOTING POWER 0 |
| --- | --- |
| 6 | SHARED
VOTING POWER 0 |
| 7 | SOLE
DISPOSITIVE POWER 0 |
| 8 | SHARED
DISPOSITIVE POWER 0 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% |
| 12 | TYPE
OF REPORTING PERSON* CO |

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CUSIP No. 30258N105 Schedule 13G Page 2 of 6 pages

| 1 | NAME
OF REPORTING PERSON Anthony
M.V. Coombs |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b)
[ X ] Joint Filing |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
Kingdom |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON | SOLE
VOTING POWER 0 |
| --- | --- |
| 6 | SHARED
VOTING POWER 0 |
| 7 | SOLE
DISPOSITIVE POWER 0 |
| 8 | SHARED
DISPOSITIVE POWER 0 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% |
| 12 | TYPE
OF REPORTING PERSON* IN |

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CUSIP No. 30258N105 Schedule 13G Page 3 of 6 pages

| 1 | NAME
OF REPORTING PERSON Kenneth
J. Anderson |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b)
[ X ] Joint Filing |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON | SOLE
VOTING POWER 0 |
| --- | --- |
| 6 | SHARED
VOTING POWER 0 |
| 7 | SOLE
DISPOSITIVE POWER 0 |
| 8 | SHARED
DISPOSITIVE POWER 0 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% |
| 12 | TYPE
OF REPORTING PERSON* IN |

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CUSIP No. 30258N105 Schedule 13G Page 4 of 6 pages

Explanatory Note :

On December 24, 2020, FAT Brands Inc. (the “Issuer”) completed its acquisition of Fog Cutter Capital Group Inc. (“FCCG”), through the merger of FCCG with and into Fog Cutter Acquisition, LLC, a wholly-owned subsidiary of the Issuer (“Merger Sub”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated December 10, 2020, by and among the Issuer, FCCG, Merger Sub and Fog Cutter Holdings, LLC. As a result of the Merger, FCCG merged into Merger Sub and its holdings of securities of the Issuer were cancelled, and FCCG has ceased to be the beneficial owner of more than 5% of the outstanding shares of common stock of the Issuer.

| Item
1. — (a) | Name
of Issuer: FAT Brands Inc. | |
| --- | --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices: | |
| | 9720
Wilshire Blvd., Suite 500 | |
| | Beverly
Hills, CA 90212 | |
| Item
2. | | |
| (a) | Name
of Person Filing: | |
| | (i) | Fog
Cutter Capital Group, Inc. |
| | (ii) | Anthony
M.V. Coombs |
| | (iii) | Kenneth
J. Anderson |
| (b) | Address
of Principal Business Office or if none, Residence: | |
| | 9720
Wilshire Blvd., Suite 500 | |
| | Beverly
Hills, CA 90212 | |
| (c) | Citizenship: | |
| | (i) | Fog
Cutter Capital Group, Inc. – Maryland |
| | (ii) | Anthony
M.V. Coombs – United Kingdom |
| | (iii) | Kenneth
J. Anderson – United States |
| (d) | Title
of Class of Securities: Common Stock, $0.0001 par value | |
| (e) | CUSIP
Number: 30258N105 | |
| Item
3. | Not
Applicable | |
| Item
4 . | Ownership. | |
| (a) | Amount
Beneficially Owned: 0 | |
| (b) | Percent
of Class: 0% | |
| (c) | Number
of shares as to which such person has: | |
| | (i) | sole
power to vote or to direct the vote: 0 shares |
| | (ii) | shared
power to vote or to direct the vote: 0 shares |
| | (iii) | sole
power to dispose or to direct the disposition of: 0 shares |
| | (iv) | shared
power to dispose or to direct the disposition of: 0 shares |

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CUSIP No. 30258N105 Schedule 13G Page 5 of 6 pages

| Item
5. | Ownership
of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X]. As
of the date hereof, each of the reporting persons has ceased to be the beneficial owner of more than 5 percent of the
class of securities. |
| --- | --- |
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item
7. | Identification
and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item
8. | Identification
and Classification of Members of the Group: Not Applicable |
| Item
9. | Notice
of Dissolution of Group: Not Applicable |
| Item
10. | Certifications: Not Applicable |

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CUSIP No. 30258N105 Schedule 13G Page 6 of 6 pages

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.

January 4, 2021

| Fog
Cutter Capital Group, Inc. | |
| --- | --- |
| By: | /s/
Ron Roe |
| Name: | Ron
Roe |
| Title: | Chief
Financial Officer |
| /s/
Anthony M.V. Coombs | |
| Anthony
M.V. Coombs | |
| /s/
Kenneth J. Anderson | |
| Kenneth
J. Anderson | |

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