UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3) 1

Del Taco Restaurants, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

245496 10 4
(CUSIP Number)
 
Patrick Walsh
PW Partners Atlas Funds, LLC
141 W. Jackson Blvd., Suite 1702
Chicago, Illinois 60604
(312) 347-1709

Steve Wolosky, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 8, 2016
(Date of Event Which Requires Filing of This Statement)

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 ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

_______________
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 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. 245496 10 4
 
1	NAME OF REPORTING PERSON
 
PW Acquisitions LP	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
WC, OO	
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
1,352,406 *	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
1,352,406 *	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,352,406 *	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4% *	
14	TYPE OF REPORTING PERSON
 
PN	
 
____________________
* Includes 436,000 Shares issuable upon the exercise of warrants.

2

CUSIP NO. 245496 10 4
 
1	NAME OF REPORTING PERSON
 
PW Partners Atlas Funds, LLC	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
AF	
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
1,352,406 *	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
1,352,406 *	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,352,406 *	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4% *	
14	TYPE OF REPORTING PERSON
 
OO	
 
____________________
* Includes 436,000 Shares issuable upon the exercise of warrants.

3

CUSIP NO. 245496 10 4
 
1	NAME OF REPORTING PERSON
 
PW Partners Capital Management LLC	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
AF	
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
1,352,406 *	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
1,352,406 *	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,352,406 *	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4% *	
14	TYPE OF REPORTING PERSON
 
OO	
 
____________________
* Includes 436,000 Shares issuable upon the exercise of warrants.

4

CUSIP NO. 245496 10 4
 
1	NAME OF REPORTING PERSON
 
Patrick Walsh	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
AF	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
1,352,406 *	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
1,352,406 *	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,352,406 *	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4% *	
14	TYPE OF REPORTING PERSON
 
IN	
 
____________________
* Includes 436,000 Shares issuable upon the exercise of warrants.

5

CUSIP NO. 245496 10 4
 
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”).  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
 
Item 5.	Interest in Securities of the Issuer.	
 
Item 5 is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 39,153,003 Shares outstanding as of October 17, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on October 28, 2016.
 
As of the close of business on the date hereof, PW Acquisitions beneficially owned directly 1,352,406 Shares, including 436,000 Shares issuable upon the exercise of warrants owned by PW Acquisitions, constituting approximately 3.4% of the Shares outstanding.
 
PW Acquisitions owns warrants exercisable for 436,000 Shares.  Such warrants are subject to a blocker provision that precludes PW Acquisitions from exercising the warrants to the extent that it and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in excess of 9.8% of the Shares outstanding (the “Maximum Percentage”) immediately after giving effect to such exercise.  Upon written notice to the Issuer, PW Acquisitions may increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first day after such notice is delivered to the Issuer.
 
Acquisitions GP, as the general partner of PW Acquisitions, may be deemed to beneficially own the 1,352,406 Shares directly beneficially owned by PW Acquisitions, constituting approximately 3.4% of the Shares outstanding.
 
PW Capital Management, as the investment manager with respect to PW Acquisitions, may be deemed to beneficially own the 1,352,406 Shares directly beneficially owned in the aggregate by PW Acquisitions, constituting approximately 3.4% of the Shares outstanding.
 
Mr. Walsh, as the Managing Member and Chief Executive Officer of Acquisitions GP and the Managing Member of PW Capital Management, may be deemed to beneficially own the 1,352,406 Shares directly beneficially owned in the aggregate by PW Acquisitions, constituting approximately 3.4% of the Shares outstanding.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of the Exchange Act, may be deemed to beneficially own the securities of the Issuer beneficially owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

6

CUSIP NO. 245496 10 4
 
(b)           Each of PW Acquisitions, Acquisitions GP, PW Capital Management and Mr. Walsh may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by PW Acquisitions.
 
(c)           Except as otherwise set forth in this paragraph, there were no transactions in the securities of the Issuer by the Reporting Persons since Amendment No. 2 to the Schedule 13D.  On December 8, 2016, PW Acquisitions sold 1,665,482 Shares at a price per Share of $14.50 in a riskless principal transaction.
 
(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)           As of December 8, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.

7

CUSIP NO. 245496 10 4
 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
Dated:  December 9, 2016
 
 	PW ACQUISITIONS LP	
 	 	
 	By:	PW Partners Atlas Funds, LLC
General Partner	
 	 	
 	By:	/s/ Patrick Walsh	
 	 	Name:	Patrick Walsh	
 	 	Title:	Managing Member and Chief Executive Officer	

 	PW PARTNERS ATLAS FUNDS, LLC	
 	 	 	
 	By:	/s/ Patrick Walsh	
 	 	Name:	Patrick Walsh	
 	 	Title:	Managing Member and Chief Executive Officer	

 	PW PARTNERS CAPITAL MANAGEMENT LLC	
 	 	 	
 	By:	/s/ Patrick Walsh	
 	 	Name:	Patrick Walsh	
 	 	Title:	Managing Member	

 	/s/ Patrick Walsh	
 	PATRICK WALSH	

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