Andrew Berger - May 27, 2022 Form 3 Insider Report for Rocky Mountain Chocolate Factory, Inc. (RMCF)

Role: Other*
Signature: /s/ Andrew Berger
Stock symbol: RMCF
Transactions as of: May 27, 2022
Transactions value $: $0
Form type: 3
Date filed: 6/6/2022, 09:46 PM
Previous filing: Mar 18, 2022
Next filing: Jun 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RMCF	Common Stock						460K	May 27, 2022	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Mr. Berger is a member of a "group" with AB Value Partners, LP, AB Value Management LLC, Bradley Radoff, Mary Bradley, Richard Degnan, Correne S. Loeffler and Suchit Majmudar for purposes of Section 13(d) of the Exchange Act that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. The reporting person disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F2	224,855 of the shares reported herein are owned directly by AB Value Partners, LP, a limited partnership of which AB Value Management LLC is the general partner of which Mr. Berger is the manager. 235,334 of the shares reported herein are owned directly by a managed account (the "Managed Account"), of which AB Value Management LLC is the manager. Mr. Berger may be deemed to beneficially own the shares as the manager of AB Value Management LLC, which may be deemed to beneficially own the shares owned directly by AB Value Partners, LP and the Managed Account by virtue of its relationship with AB Value Partners, LP and the Managed Account.

Content

Mr. Berger is a member of a "group" with AB Value Partners, LP, AB Value Management LLC, Bradley Radoff, Mary Bradley, Richard Degnan, Correne S. Loeffler and Suchit Majmudar for purposes of Section 13(d) of the Exchange Act that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. The reporting person disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

224,855 of the shares reported herein are owned directly by AB Value Partners, LP, a limited partnership of which AB Value Management LLC is the general partner of which Mr. Berger is the manager. 235,334 of the shares reported herein are owned directly by a managed account (the "Managed Account"), of which AB Value Management LLC is the manager. Mr. Berger may be deemed to beneficially own the shares as the manager of AB Value Management LLC, which may be deemed to beneficially own the shares owned directly by AB Value Partners, LP and the Managed Account by virtue of its relationship with AB Value Partners, LP and the Managed Account.