sched13ga.htm

 
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
NOBLE ROMAN’S, INC.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
655107100
(CUSIP Number)
 
June 28, 2012
(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)
□
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).
 
 
 
 

 
 
 



CUSIP No.     655107100
  

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Timothy M. Riley
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  □ 
(b)  □ 
3
 
SEC USE ONLY
 
  
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
U.S. 
 
NUMBER OF
SHARES
 
BENEFICIALLY
OWNED BY
 
EACH
REPORTING
 
PERSON
WITH
 
5
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
 
□ 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
 
0 
12
 
TYPE OF REPORTING PERSON
 
IN 
 
 

 
1
 

 

CUSIP No.     655107100
  

 
1
 
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
 
Angela A. Riley
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
(a) □ 
(b) □ 
3
 
SEC USE ONLY 
 
  
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
U.S. 
 
NUMBER OF
SHARES
 
BENEFICIALLY
OWNED BY
 
EACH
REPORTING
 
 PERSON
WITH
5
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 
 
0 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 
 
0 
 
12
 
TYPE OF REPORTING PERSON 
 
IN 

 
 

 
 
2
 

 
Item 1(a).
  
Name of Issuer:
 
   
Noble Roman’s, Inc.
 
Item 1(b).
  
Address of Issuer’s Principal Executive Offices:
 
   
One Virginia Avenue, Suite 300
   
Indianapolis, Indiana 46204
 
Item 2(a).
  
Name of Person Filing:
 
   
Timothy M. Riley and Angela A. Riley
 
Item 2(b).
  
Address of Principal Business Office or, if None, Residence:
 
   
11 Pratt Island
   
Darien, Connecticut 06820
 
Item 2(c).
  
Citizenship:
 
   
U.S.
 
Item 2(d).
  
Title of Class of Securities:
 
   
Common Stock, no par value
 
Item 2(e).
  
CUSIP Number:
 
   
655107100
 
Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
  o
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
  o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
  o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
  o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
(e)
  o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  
(f)
  o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
(g)
  o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
 
(h)
  o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
  o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
 
(j)
  o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
(k)
  o
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
 
If filing as a non-US institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
 Item 4.
Ownership.
 
 
Not Applicable
 
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
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
 
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.
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
3
 
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.
 
 
 
  
Date: June 29, 2012
     
 
Signature:  
/s/ Timothy M. Riley
 
Name: Timothy M. Riley
     
     
     
 
Signature: 
/s/ Angela A. Riley
 
Name:  Angela A. Riley
 
 
 
 
 
 

 
4
 

Exhibit 99
 

 
99
Agreement of Joint Filing, dated as of August 7, 2008, between Timothy M. Riley and Angela A. Riley (incorporated herein by reference to the exhibit to the Schedule 13G filed by the reporting persons with the Securities and Exchange Commission on August 8, 2008)

 
 

 

 
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