UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Noble Romans, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
655107100
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(CUSIP Number)
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
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).
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
Robert P. Stiller
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2. Check The Appropriate Box (a) |_|
If A Member Of A Group (b) |_|
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3. SEC Use Only
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4. Citizenship Or Place Of Organization
United States
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Number of Shares 5. Sole Voting Power
Beneficially 1,350,000
Owned by ----------------------------------------------------
Each Reporting 6. Shared Voting Power
Person With: 865,000 shares are held by the Robert P.
Stiller Grantor Retained Annuity Trust UAD
04/12/06.
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7. Sole Dispositive Power
1,350,000
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8. Shared Dispositive Power
865,000 shares are held in the Robert P.
Stiller Grantor Retained Annuity Trust
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,215,000
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10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares |_|
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11. Percent of Class Represented by Amount in Row 9
12.11% (based on number of shares outstanding as of November 4, 2007 as
reported in Form 10-Q filed by the Issuer on November 9, 2007.
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12. Type of Reporting Person
IN
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ITEM 1.
(a) NAME OF ISSUER
Noble Romans, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
One Virginia Avenue, Suite 800
Indianapolis, IN 46204
ITEM 2.
(a) NAME OF PERSON FILING
Robert P. Stiller
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
33 Coffee Lane, Waterbury, VT 05676
(c) CITIZENSHIP
United States
(d) TITLE OF CLASS OF SECURITIES
Common Stock, no par value
(e) CUSIP NUMBER
655107100
ITEM 3. IF THIS STATEMENT IS FILED PURSUNAT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) or (c), CHCK WHETHER THE PERSON FILING IS: Not Applicable
ITEM 4. OWNERSHIP
(a) Amount beneficially owned:
2,215,000 shares of Common Stock, no par value
(b) Percent of class:
12.11% (calculation based on number of outstanding shares as of
November 4, 2007 as reported in Form 10-Q filed on November 9, 2007
by the Issuer).
(c) Number of shares as to which the person has:
(i) Sole power to direct the vote:
1,350,000
(ii) Shared power to direct the vote:
865,000
(iii) Sole power to dispose or to direct the disposition of:
1,350,000
(iv) Shared power to dispose or to direct the disposition of:
865,000.
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
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
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.
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.
December 31, 2007
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Date
/s/ Robert P. Stiller
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Signature
Robert P. Stiller
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Name/Title
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