UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. __)

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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) 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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Sean Gordon
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   222,000
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   222,000
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     222,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.81%
14	TYPE OF REPORTING PERSON (See Instructions)    IN

Item 1. Security and Issuer

This Statement on Schedule 13D (this “Schedule 13D”) relates to the Common Stock par value of $0.005 of NTN Buzztime, Inc. (the “Issuer”) with its principal executive office located at 2231 Rutherford Road, Suite #200, Carlsbad, CA 92008.

Item 2. Identity and Background

	(a)	This Schedule 13D is being filed on behalf of Mr. Sean Gordon (the “Reporting Person”).
	(b)	The Reporting Person resides at 30 East 9th Street, Apt. 1F, New York, NY 10003.
	(c)	The Reporting Person is a private investor.
	(d)	The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
	(e)	The Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years.
	(f)	The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Considerations

Pursuant to the Schedule 13G filed on May 2, 2017, the Reporting Person has acquired more than five percent of the outstanding Common Stock through the purchase of Common Stock. The Reporting Person acquired such Common Stock with personal funds. No borrowed funds were used to purchase the Common Stock.

Item 4. Purpose of Transaction

The Reporting Person has been an investor in the Issuer for approximately nine years. After growing more concerned with the Issuer’s sales strategies and declining stock price in recent years, on January 24, 2018, the Reporting Person sent the Board of Directors of the Issuer a letter requesting the following: (i) to nominate himself as a director, so the Issuer might take advantage of the Reporting Person’s long and successful history in sales, and (ii) to grant shareholders the ability to directly access the Issuer’s proxy materials. The Reporting Person’s concerns stem from being a long-term shareholder and reflect his commitment to his investment in the Issuer.

The Reporting Person intends to review his investment in the Issuer on a continuing basis and may engage in discussions with the Issuer’s Board of Directors and/or management; other stockholders of the Issuer; and/or other relevant parties concerning the Issuer’s business, corporate governance, management and future plans. The Reporting Person may take such actions in the future with respect to his investment in the Issuer as he deems advisable including, without limitation, purchasing additional shares of Common Stock or selling some or all of his shares, engaging in short selling of or any hedging or similar transactions with respect to the shares, and/or otherwise changing his intention with respect to the matters referred to in this Item 4 of Schedule 13D. Such actions will depend upon various factors including, without limitation, the Issuer’s financial and strategic direction and position, the response of the Board of Directors to the proposal referred to above, the price performance of the Issuer’s shares, general conditions in the Issuer’s industry, the economy and the securities markets, and the availability of other investment opportunities.

 

Page 2

With the sole exception of (d) of Item 4 of Schedule 13D, relating to a proposed change in the present board of directors or management of the Issuer, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. At any time and from time to time, the Reporting Person may review, reconsider and change his position and/or change his purpose and/or develop such plans or proposals.

Item 5. Interest in Securities of the Issuer

	(a)	The Reporting Person is the beneficial owner of 222,000 Shares of Common Stock par value of $0.005, or 8.81% of the total issued and outstanding Common Stock, based on 2,520,554 shares of the Issuer’s Common Stock outstanding as of November 6, 2017, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2017 (as filed November 8, 2017).
	(b)	The number of Shares of Common Stock beneficially owned by the Reporting Person and, the number of Shares of Common Stock as to which there is sole power to vote or to direct the vote, and the number of Shares of Common Stock as to which there is the sole power to dispose or to direct the disposition is 222,000.
	(c)	The Reporting Person has conducted the following transactions in the class of securities described herein within the past sixty (60) days:

 

Page 3

	(d)	Not applicable.
	(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not Applicable.

Item 7. Material to Be Filed as Exhibits

 

Page 4

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.

February 5, 2018		/s/ Sean Gordon
		Sean Gordon

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 this 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.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

Page 5

EXHIBIT 99.1

By Certified Mail

Return Receipt Requested

January 24, 2018

Board of Directors

NTN Buzztime, Inc.

2231 Rutherford Road, Suite #200

Carlsbad, CA 92008

Re: Company Performance and Governance

Dear Members of the Board:

I hold 8.63% of the common stock of NTN Buzztime, Inc. (the “Company”). I have also participated in an ongoing private dialogue with the Company’s management, including Board Chairman Jeff Berg and CEO Ram Krishnan, regarding the Company’s sales strategies and lack of sales execution to increase its net site count and net revenue growth. Although I have enjoyed these conversations and have appreciated the opportunity they afforded me to discuss sales ideas and suggestions, they unfortunately did not yield a change of management’s failed sales strategies and tactics. Instead, these discussions only validated why net site count growth and net revenue growth have been elusive to the Company for the past 10 years. While the Company’s track record speaks for itself, it has become clear that sales skills are not central to the core DNA of the Company or the Board of Directors, and as a result the Company has only been able to survive but not thrive with its current composition and mindset.

In particular, I am troubled by the Company’s relentless dependence on a single large customer, albeit a great legacy customer with strong organic growth of its own. In addition, on every earnings call there is a false narrative of potential new sales growth, to be driven by the Company’s latest & greatest marketing tactics and product releases – all of which haven’t cumulatively increased net site count or net revenue in approximately ten years (as of 12/31/07). In fact, the complete opposite has occurred over the past decade as the Company has suffered a 30% reduction in net site count, a 25% reduction in net revenue, has squandered $30 million in accumulated losses, and had its stock depreciate by 83% from $31.00 to $5.41 (as of 1/22/18) – all while the broader stock market continues to hit record highs. Finally, this has all occurred in spite of the growth of the Company’s largest customer, without which a more severe reduction in the Company’s net site count would reveal an even wider loss closer to 50%.

Clearly after a decade of losing its grip on its core gaming market and also moving too tepidly into adjacent markets (thus allowing competitors to materialize and in some instances build moats), it is time for visionary thinking, and most definitely, a Board that is acutely focused on improving sales execution. The days of the Company relying on 1) financial tricks such as reverse/forward stock splits, shareholder dilution, endless cost cutting; 2) marketing and sales tricks such as player partnerships that are de-minimis to net revenue & net site count growth, along with vague sales strategies as outlined in the Company’s disclosure filings & earnings calls; and 3) the endless excuses as to why sales ultimately never materialize – must finally come to an end. Thus, the time for corrective sales action is now.

In seeking to rectify the concerning issues outlined above, I propose two items be placed before shareholders to vote upon during the upcoming 2018 annual meeting of stockholders.

First, I nominate myself as a candidate for election to the Board of Directors of the Company at the upcoming 2018 annual meeting of stockholders. By leveraging my 20 years’ experience as a dedicated sales professional (see my biography on the next page), I would add a critical core competency that is currently lacking in the Board of Directors. Furthermore, I offer numerous complimentary skills such as strategic planning, business building, e-commerce, operations, and in-depth knowledge of the financial markets. Finally, I have been a stockholder in the Company for approximately nine years, have participated in the Company’s November 2016 registered direct offering, and have followed the Company along with its competitive landscape since 1991.

 

Page 1 of 3

Please find my personal biography as follows¹:

Sean Gordon was a Managing Director of Barclays Capital and the Head of U.S. Retail Sales for Alternative Investments from 2001-2013. In this capacity, he built the firm’s Retail Division from the ground up, turning a niche business into a market share leader. He increased product sales from $200 million to $5 billion+ by leveraging internal & external stakeholders including his clients, sales teams, product engineering, operations, accounting, legal, compliance, information technology, e-commerce, etc. From 1994-2001, he worked at UBS as Director of Retail Credit Sales, with one year as the U.S. Head of E-commerce to scale his unit’s sales model to the firm’s entire Fixed Income Division. From 1990-1994, he worked at Morgan Stanley in their Accounting Department. Sean Gordon holds a BA in Finance and an MBA in Management. Finally, Mr. Gordon has over 25 years of experience as a professional investor & is currently active in a portfolio of investments.

In summary, my background, experience, sales core, and keen interest in the Company have provided me with a strong understanding of the market the Company competes in, what it takes for the Company to succeed, and the skills & passion that are needed to help the Company and its stock thrive. Currently the Company’s stock trades at $5.41 (as of 1/22/18), yielding a market cap of $13.6mm, which is roughly 61% of its annual sales. In comparison, the average technology company trades at 3x or 300% of annual sales, which would equate to a stock price of approximately $26.61. Not to mention, if net revenue growth was targeted more aggressively than the 5% level the Board sets for executive bonus compensation (a low bar it can’t even reach), the stock could potentially move higher towards $50.00+.

Secondly, I propose for the Company to give shareholders direct access to the Company’s proxy materials. This would permit a single shareholder or group of up to 20 shareholders that hold more than 3% of the Company’s stock for more than 3 years to be eligible to nominate director candidates for up to 20% of the Company’s Board seats. This proposal would result in numerous benefits as follows:

As a long-term shareholder, I am committed to my investment in the Company. As such, I strongly believe it is time to take urgent action to address the Company’s sales-related challenges. A commitment from the Board to pursue an accelerated path towards increasing net site count, material net revenue growth (outside of its largest customer), and a laser focus on efficient sales execution is urgently needed.

I look forward to the Board’s prompt consideration of my proposals to nominate myself as a candidate for election to the Board of Directors of the Company and to grant greater access for shareholder-proposed director nominees via proxy access. I believe the approval of both proposals will reward shareholders with the opportunity for significant value creation.

Sincerely,

Sean Gordon (email: srg4investing@gmail.com)

¹ In accordance with Section 2.1 of the bylaws of the Company, additional disclosures are provided in Exhibit A.

Page 2 of 3

Exhibit A

Company Bylaws & Corporate Governance Guidelines - additional disclosures as follows:

	A.	About the nominee:
		Sean Gordon (Age 48) 30 East 9th Street, Apt 1F New York, New York 10003 Email: srg4investing@gmail.com * same address for business & residential
	B.	Principal Occupation: Private Investor
	C.	I am the direct owner of 217,500 shares of common stock of the Company. I have no material interest in the Company other than being a direct owner of 5% or more of the Company’s shares.
	D.	I have no arrangements or understandings with any other nominee nor with any other person or persons pursuant to which the nominations are to be made.
	E.	I represent that I have no arrangements with the Company, its Board of Directors, or others. I further represent that I have no relationship with any of the Company’s customers, suppliers, or competitors.
	F.	I consent to section III, item 2 of the Company’s Corporate Governance Guidelines and will gladly answer any questions regarding my qualifications.
	G.	In honor of the SEC’s former attempt to establish mandatory proxy access, I disclose that I have held a minimum of 3% of the Company’s stock over the past 3 years and plan to continue to do so through the 2018 shareholder meeting, per SEC Rule 14a-11.
	H.	Timely Notice has been given, as it is not less than ninety (90) or more than one hundred twenty (120) calendar days in advance of the anniversary of the date of the previous year’s proxy statement, which was on April 28, 2017.
	I.	I consent that if I am elected at the 2018 annual meeting of stockholders to serve on the Board of Directors, I will serve in this capacity.   Signed:

J.

I consent that I don’t have any other related pertinent information to disclose.

Sincerely,

Sean Gordon

Page 3 of 3